pay the Purchaser on the 41st trading day, as partial liquidated damages, an
amount in cash equal to 1.5% of the aggregate purchase price paid by that
Purchaser and pay to the Purchaser an additional 1.5% of the aggregate purchase
price paid on the calendar day following every successive 30-day period
thereafter or any portion thereof that the Registration Statement is not
effective
(C)
USE REASONABLE EFFORTS TO AVOID THE
ISSUANCE OF OR, IF ISSUED, OBTAIN THE WITHDRAWAL OF (I) ANY ORDER SUSPENDING THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT OR (II) ANY SUSPENSION OF THE
QUALIFICATION (OR EXEMPTION FROM QUALIFICATION) OF ANY OF THE REGISTRABLE
SECURITIES FOR SALE IN ANY JURISDICTION, AT THE EARLIEST PRACTICABLE MOMENT.
(D)
PROMPTLY DELIVER TO EACH PURCHASER, WITHOUT
CHARGE, SUCH REASONABLE NUMBER OF COPIES OF THE PROSPECTUS OR PROSPECTUSES
(INCLUDING EACH FORM OF PROSPECTUS) AND EACH AMENDMENT OR SUPPLEMENT THERETO AS
SUCH PURCHASERS MAY REASONABLY REQUEST.
THE COMPANY HEREBY CONSENTS TO THE USE
OF SUCH PROSPECTUS AND EACH AMENDMENT OR SUPPLEMENT THERETO BY EACH OF THE
SELLING PURCHASERS IN CONNECTION WITH THE OFFERING AND SALE OF THE REGISTRABLE
SECURITIES COVERED BY SUCH PROSPECTUS AND ANY AMENDMENT OR SUPPLEMENT THERETO.
(E)
(I)
IN THE TIME AND MANNER REQUIRED BY
AMEX, PREPARE AND FILE WITH AMEX AN ADDITIONAL SHARES LISTING APPLICATION
COVERING ALL OF THE REGISTRABLE SECURITIES AND A NOTIFICATION FORM REGARDING THE
CHANGE IN THE NUMBER OF THE COMPANY'S OUTSTANDING SHARES; (II) USE ITS
REASONABLE BEST EFFORTS, REGARDLESS OF LISTING OR SIMILAR COSTS, TO TAKE ALL
STEPS NECESSARY TO CAUSE SUCH REGISTRABLE SECURITIES TO BE APPROVED FOR LISTING
ON AMEX AS SOON AS POSSIBLE THEREAFTER; (III) PROVIDE TO THE PURCHASERS NOTICE
OF SUCH LISTING; AND (IV) USE ITS REASONABLE BEST EFFORTS, REGARDLESS OF LISTING
OR SIMILAR COSTS, TO MAINTAIN THE LISTING OF SUCH REGISTRABLE SECURITIES ON
AMEX.
(F)
PRIOR TO ANY PUBLIC OFFERING OF
REGISTRABLE SECURITIES, USE REASONABLE EFFORTS TO REGISTER OR QUALIFY OR
COOPERATE WITH THE SELLING PURCHASERS IN CONNECTION WITH THE REGISTRATION OR
QUALIFICATION (OR EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION) OF SUCH
REGISTRABLE SECURITIES FOR OFFER AND SALE UNDER THE SECURITIES OR "BLUE SKY"
LAWS OF SUCH JURISDICTIONS WITHIN THE UNITED STATES AS ANY PURCHASER REQUESTS IN
WRITING, TO KEEP EACH SUCH REGISTRATION OR QUALIFICATION (OR EXEMPTION
THEREFROM) EFFECTIVE DURING THE EFFECTIVENESS PERIOD AND TO DO ANY AND ALL OTHER
ACTS OR THINGS NECESSARY OR ADVISABLE TO ENABLE THE DISPOSITION IN SUCH
JURISDICTIONS OF THE REGISTRABLE SECURITIES COVERED BY A REGISTRATION STATEMENT;
PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED FOR ANY SUCH PURPOSE
TO (I) QUALIFY GENERALLY TO DO BUSINESS AS A FOREIGN CORPORATION IN ANY
JURISDICTION WHEREIN IT WOULD NOT BE OTHERWISE REQUIRED TO QUALIFY BUT FOR THE
REQUIREMENTS OF THIS PARAGRAPH (3)(F), OR (II) SUBJECT ITSELF TO TAXATION.
(G)
UPON THE OCCURRENCE OF ANY EVENT DESCRIBED
IN PARAGRAPH (3)(B)(VI) ABOVE, AS PROMPTLY AS REASONABLY POSSIBLE, PREPARE A
SUPPLEMENT OR AMENDMENT, INCLUDING A POST-EFFECTIVE AMENDMENT, TO THE
REGISTRATION STATEMENT OR A SUPPLEMENT TO THE RELATED PROSPECTUS OR ANY DOCUMENT
INCORPORATED