RECEIVED COPIES OF ANY ADDITIONAL OR
SUPPLEMENTAL FILINGS THAT ARE INCORPORATED OR DEEMED INCORPORATED BY REFERENCE
IN SUCH PROSPECTUS. IN NO EVENT, HOWEVER, SHALL THIS RIGHT BE EXERCISED TO
SUSPEND SALES
4
BEYOND THE PERIOD DURING WHICH (IN THE GOOD FAITH DETERMINATION OF THE COMPANY'S
BOARD OF DIRECTORS) THE FAILURE TO REQUIRE SUCH SUSPENSION WOULD BE MATERIALLY
DETRIMENTAL TO THE COMPANY.
THE COMPANY'S RIGHTS UNDER THIS SECTION 2(G) MAY BE
EXERCISED FOR NO MORE THAN 2 TIMES AND A PERIOD OF NO MORE THAN 30 DAYS IN ANY
TWELVE-MONTH PERIOD.
IMMEDIATELY AFTER THE END OF ANY SUSPENSION PERIOD UNDER
THIS SECTION 2(G), THE COMPANY SHALL TAKE ALL NECESSARY ACTIONS (INCLUDING
FILING ANY REQUIRED SUPPLEMENTAL PROSPECTUS) TO RESTORE THE EFFECTIVENESS OF THE
APPLICABLE REGISTRATION STATEMENT AND THE ABILITY OF THE PURCHASERS TO PUBLICLY
RESELL THEIR REGISTRABLE SECURITIES PURSUANT TO SUCH EFFECTIVE REGISTRATION
STATEMENT.
3.
REGISTRATION PROCEDURES.
IN CONNECTION WITH THE COMPANY'S REGISTRATION
OBLIGATIONS HEREUNDER, THE COMPANY SHALL:
(A)
NOT LESS THAN THREE TRADING DAYS PRIOR TO THE FILING OF EACH REGISTRATION
STATEMENT OR ANY RELATED PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO
(INCLUDING ANY DOCUMENT THAT WOULD BE INCORPORATED OR DEEMED TO BE INCORPORATED
THEREIN BY REFERENCE), THE COMPANY SHALL (I) FURNISH TO THE HOLDERS AND THEIR
RESPECTIVE PURCHASER COUNSEL COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE FILED,
WHICH DOCUMENTS (OTHER THAN THOSE INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE) WILL BE SUBJECT TO THE REVIEW OF SUCH HOLDERS AND THEIR RESPECTIVE
PURCHASER COUNSEL, AND (II) CAUSE ITS OFFICERS AND DIRECTORS, COUNSEL AND
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO RESPOND TO SUCH INQUIRIES AS SHALL
BE NECESSARY, IN THE REASONABLE OPINION OF RESPECTIVE COUNSEL, TO CONDUCT A
REASONABLE INVESTIGATION WITHIN THE MEANING OF THE SECURITIES ACT.
THE COMPANY
SHALL NOT FILE THE REGISTRATION STATEMENT OR ANY SUCH PROSPECTUS OR ANY
AMENDMENTS OR SUPPLEMENTS THERETO TO WHICH THE HOLDERS OF A MAJORITY OF THE
REGISTRABLE SECURITIES AND THEIR RESPECTIVE PURCHASER COUNSEL SHALL REASONABLY
OBJECT; PROVIDED THAT SUCH HOLDERS SHALL PROVIDE ANY SUCH OBJECTIONS WITHIN
THREE TRADING DAYS FOLLOWING RECEIPT OF ANY SUCH DOCUMENTS.
(B)
(I) PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS, INCLUDING
POST-EFFECTIVE AMENDMENTS, TO THE REGISTRATION STATEMENT AND THE PROSPECTUS USED
IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP THE REGISTRATION STATEMENT
CONTINUOUSLY EFFECTIVE AS TO THE APPLICABLE REGISTRABLE SECURITIES FOR THE
EFFECTIVENESS PERIOD AND PREPARE AND FILE WITH THE COMMISSION SUCH ADDITIONAL
REGISTRATION STATEMENTS IN ORDER TO REGISTER FOR RESALE UNDER THE SECURITIES ACT
ALL OF THE REGISTRABLE SECURITIES; (II) CAUSE THE RELATED PROSPECTUS TO BE
AMENDED OR SUPPLEMENTED BY ANY REQUIRED PROSPECTUS SUPPLEMENT, AND AS SO
SUPPLEMENTED OR AMENDED TO BE FILED PURSUANT TO RULE 424; (III) RESPOND AS
PROMPTLY AS REASONABLY POSSIBLE, AND IN ANY EVENT WITHIN TEN TRADING DAYS, TO
ANY COMMENTS RECEIVED FROM THE COMMISSION WITH RESPECT TO THE REGISTRATION
STATEMENT OR ANY AMENDMENT THERETO AND AS PROMPTLY AS REASONABLY POSSIBLE
PROVIDE THE HOLDERS TRUE AND COMPLETE COPIES OF ALL CORRESPONDENCE FROM AND TO
THE COMMISSION RELATING TO THE REGISTRATION STATEMENT,