comparable successor thereto in effect at the time.
ARTICLE II
SALE OF REGISTRABLE SECURITIES; TRANSFER RESTRICTIONS
2.1
Sale of Registrable Securities.
(A)
GENERAL.
THE STOCKHOLDER HEREBY AGREES TO TRANSFER OR CAUSE THE
TRANSFER OF REGISTRABLE SECURITIES SOLELY IN ACCORDANCE WITH AND SUBJECT TO THE
TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
(B)
INITIAL SALE.
SUBJECT TO THE INITIAL REGISTRATION STATEMENT
HAVING BEEN DECLARED EFFECTIVE BY THE COMMISSION:
(I)
THE ISSUER AND THE STOCKHOLDER, TOGETHER WITH THE MANAGING
UNDERWRITERS, SHALL JOINTLY DETERMINE WHEN THE INITIAL SALE COMMENCEMENT DATE
SHALL OCCUR; IT BEING UNDERSTOOD THAT (A) SUCH DATE SHALL BE NO LATER THAN SUCH
TIME AS WOULD BE NECESSARY TO HAVE THE INITIAL SALE OCCUR BY THE INITIAL SALE
DEADLINE AND (B) THE ISSUER AND THE STOCKHOLDER SHALL COOPERATE IN GOOD FAITH TO
ENSURE THAT SUCH DATE SHALL BE MUTUALLY BENEFICIAL TO THE STOCKHOLDER AND THE
ISSUER; AND
(II)
NO LATER THAN THREE MONTHS AFTER THE DATE ON WHICH THE INITIAL
REGISTRATION STATEMENT IS DECLARED EFFECTIVE BY THE COMMISSION (THE "INITIAL
SALE DEADLINE"), THE STOCKHOLDER SHALL, PURSUANT TO THE INITIAL REGISTRATION
STATEMENT, SELL
8
ALL OF THE INITIAL REGISTRABLE SECURITIES PURSUANT TO A SINGLE FIRM-COMMITMENT
UNDERWRITTEN PUBLIC OFFERING (THE "INITIAL SALE"); PROVIDED, HOWEVER, THAT SUCH
THREE MONTH PERIOD SHALL BE EXTENDED FOR A PERIOD OF TIME EQUAL TO THE LENGTH
OF:
(A) ANY BLACKOUT PERIOD; PLUS (B) THE NUMBER OF DAYS THAT ELAPSE FROM
(1) THE DATE ANY WRITTEN NOTICE CONTEMPLATED BY SECTION 6.3(A) IS GIVEN BY THE
ISSUER TO (2) THE DATE ON WHICH THE ISSUER DELIVERS TO THE STOCKHOLDER THE
SUPPLEMENT OR AMENDMENT CONTEMPLATED BY SECTION 6.3(A) OR THE DATE ON WHICH A
SUPPLEMENT OR AMENDMENT CONTEMPLATED BY SECTION 6.3(A) IS NO LONGER NECESSARY;
PLUS (C) A PERIOD OF TIME OF UP TO THREE MONTHS TO THE EXTENT THAT THE MAJORITY
MANAGING UNDERWRITERS DETERMINE THAT THE OFFERING SHOULD BE DELAYED DUE TO
MARKET CONDITIONS; PLUS (D) A PERIOD OF TIME OF UP TO THREE MONTHS TO THE EXTENT
THE MAJORITY MANAGING UNDERWRITERS DETERMINE THAT ANY MATERIAL EVENT AT THE
ISSUER HAS OCCURRED THAT WOULD REASONABLY BE EXPECTED TO ADVERSELY AFFECT THE
OFFERING PRICE OF THE INITIAL REGISTRABLE SECURITIES IN ANY MATERIAL RESPECT
RELATIVE TO WHAT THE OFFERING PRICE WOULD BE EXPECTED TO BE IN THE ABSENCE OF
SUCH EXTENSION; PLUS (E) THE PERIOD DURING WHICH A STOP ORDER ISSUED BY THE
COMMISSION IS IN EFFECT; PROVIDED, FURTHER, THAT IN ADDITION TO ANY EXTENSION
DESCRIBED ABOVE, THE STOCKHOLDER MAY DELAY THE INITIAL SALE NO MORE THAN ONCE
(UNLESS SUCH DELAY IS IMMEDIATELY FOLLOWED BY AN EXTENSION DESCRIBED IN CLAUSE
(A), (B), (C), (D) OR (E) ABOVE, IN WHICH CASE THE STOCKHOLDER MAY, PURSUANT TO
THIS PROVISO, DELAY THE INITIAL SALE ONE ADDITIONAL TIME FOR EACH SEPARATE DELAY
PERIOD OR ONE OR MORE OF THE EXTENSIONS DESCRIBED IN CLAUSES (A), (B), (C), (D)
OR (E) ABOVE IS IN EFFECT) AND BY UP TO SEVENTY-TWO HOURS IF (X) SUCH DELAY
WOULD NOT REQUIRE ANY ADDITIONAL SALES EFFORTS BY THE ISSUER AND