soon as practicable after the
circumstances giving rise thereto are identified.
Such notice shall state to
the extent, if any, as is practicable, an estimate of the duration of such Delay
Period.
Each Holder, by his acceptance of any Notes, Warrants or Registrable
Securities, agrees that (i) upon receipt of such notice of a Delay Period it
will forthwith discontinue disposition of Registrable Securities or any other
securities pursuant to any Registration Statement and (ii) will not deliver any
Prospectus forming a part of any Registration Statement in connection with any
sale of Registrable Securities until the expiration of such Delay Period.
4
(E)
EXCEPT AS PROVIDED IN SECTION2(F), IF: (I)
ANY REGISTRATION STATEMENT IS NOT FILED ON OR PRIOR TO THE APPLICABLE FILING
DATE FOR SUCH REGSITRATION STATEMENT; (II) A REGISTRATION STATEMENT REQUIRED TO
BE FILED HEREUNDER IS NOT DECLARED EFFECTIVE BY THE COMMISSION BY THE
EFFECTIVENESS DATE WITH RESPECT TO SUCH REGISTRATION STATEMENT; (III) AFTER A
REGISTRATION STATEMENT IS FILED WITH AND DECLARED EFFECTIVE BY THE COMMISSION,
SUCH REGISTRATION STATEMENT CEASES TO BE EFFECTIVE (BY SUSPENSION OR OTHERWISE)
AS TO ALL REGISTRABLE SECURITIES TO WHICH IT IS REQUIRED TO RELATE AT ANY TIME
PRIOR TO THE EXPIRATION OF THE EFFECTIVENESS PERIOD APPLICABLE TO SUCH
REGISTRATION STATEMENT (WITHOUT BEING SUCCEEDED IMMEDIATELY BY AN ADDITIONAL
REGISTRATION STATEMENT FILED AND DECLARED EFFECTIVE) FOR A PERIOD OF TIME WHICH
SHALL EXCEED 30 DAYS IN THE AGGREGATE PER YEAR OR MORE THAN 20 CONSECUTIVE
CALENDAR DAYS (DEFINED AS A PERIOD OF 365 DAYS COMMENCING ON THE DATE SUCH
REGISTRATION STATEMENT IS DECLARED EFFECTIVE); OR (IV) AFTER THE COMMENCEMENT OF
THE EFFECTIVENESS PERIOD, THE COMMON STOCK IS NOT LISTED OR QUOTED ON ANY
TRADING MARKET, OR IS SUSPENDED FROM TRADING ON ALL TRADING MARKETS FOR A PERIOD
OF FIVE (5) CONSECUTIVE TRADING DAYS (PROVIDED THE COMPANY SHALL NOT HAVE BEEN
ABLE TO CURE SUCH TRADING SUSPENSION WITHIN 30 DAYS OF THE NOTICE THEREOF OR
LIST OR RESUME TRADING OF THE COMMON STOCK ON ANOTHER TRADING MARKET WITHIN 90
DAYS OF SUCH NOTICE); (ANY SUCH FAILURE OR BREACH BEING REFERRED TO AS AN
"EVENT," AND FOR PURPOSES OF CLAUSE (I) OR (II) THE DATE ON WHICH SUCH EVENT
OCCURS, OR FOR PURPOSES OF CLAUSE (III) THE DATE WHICH SUCH 30 DAY OR 20
CONSECUTIVE DAY PERIOD (AS THE CASE MAY BE) IS EXCEEDED, OR FOR PURPOSES OF
CLAUSE (IV) THE DATE ON WHICH SUCH FIVE (5) TRADING DAY PERIOD IS EXCEEDED ],
BEING REFERRED TO AS "EVENT DATE"), THEN UNTIL THE APPLICABLE EVENT IS CURED,
FOR EACH THIRTY (30) DAY PERIOD (PRORATED FOR PARTIAL PERIODS) THAT THE EVENT
CONTINUES, THE COMPANY SHALL PAY:
(A) FOR ANY DELAY IN FILING OR EFFECTIVENESS
OF ANY REGISTRATION STATEMENT PURSUANT TO SECTIONS 2(B), 2(C) OR 2(D) HEREOF, OR
IN THE CASE OF AN EVENT PURSUANT TO CLAUSES (I), (II) OR (III) OF THIS SECTION
2(E), AN AMOUNT IN CASH, AS LIQUIDATED DAMAGES, AND NOT AS A PENALTY, EQUAL TO
1.0% OF THE THEN OUTSTANDING PRINCIPAL AMOUNT OF THE