RANGE OF PRICES), ANTICIPATED AMOUNT OF SECURITIES,
TIMING AND OTHER TERMS UPON WHICH THE COMPANY PROPOSES TO OFFER THE SAME
(INCLUDING, IN THE CASE OF A REGISTERED PUBLIC OFFERING AND TO THE EXTENT
POSSIBLE, A COPY OF THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT FILED
WITH RESPECT TO SUCH OFFERING), NO LATER THAN TEN BUSINESS DAYS, AS THE CASE MAY
BE, AFTER THE INITIAL FILING OF A REGISTRATION STATEMENT WITH THE SEC WITH
RESPECT TO AN UNDERWRITTEN PUBLIC OFFERING, AFTER THE COMMENCEMENT OF MARKETING
WITH RESPECT TO A RULE 144A OFFERING OR AFTER THE COMPANY PROPOSES TO PURSUE ANY
OTHER OFFERING).
THE PURCHASER SHALL HAVE TEN BUSINESS DAYS FROM THE DATE OF
RECEIPT OF SUCH A NOTICE TO NOTIFY THE COMPANY IN WRITING THAT IT INTENDS TO
EXERCISE ITS RIGHTS PROVIDED IN THIS SECTION 6.6 AND AS TO THE AMOUNT OF NEW
SECURITIES THE PURCHASER DESIRES TO PURCHASE, UP TO THE MAXIMUM AMOUNT
CALCULATED PURSUANT TO SECTION 6.6(A).
SUCH NOTICE SHALL CONSTITUTE A BINDING
INDICATION OF INTEREST OF THE PURCHASER TO PURCHASE THE AMOUNT OF NEW SECURITIES
SO SPECIFIED AT THE PRICE AND OTHER TERMS SET FORTH IN THE COMPANY'S NOTICE TO
IT.
THE FAILURE OF THE PURCHASER TO RESPOND WITHIN SUCH TEN BUSINESS DAY PERIOD
SHALL BE DEEMED TO BE A WAIVER OF THE PURCHASER'S RIGHTS UNDER THIS SECTION 6.6
ONLY WITH RESPECT TO THE OFFERING DESCRIBED IN THE APPLICABLE NOTICE.
(C)
PURCHASE MECHANISM.
IF THE PURCHASER EXERCISES ITS RIGHTS
PROVIDED IN THIS SECTION 6.6, THE CLOSING OF THE PURCHASE OF THE NEW SECURITIES
WITH RESPECT TO WHICH SUCH RIGHT HAS BEEN EXERCISED SHALL TAKE PLACE WITHIN 15
CALENDAR DAYS AFTER THE GIVING OF NOTICE OF SUCH EXERCISE, WHICH PERIOD OF TIME
SHALL BE EXTENDED FOR A MAXIMUM OF 90 DAYS IN ORDER TO COMPLY
14
WITH APPLICABLE LAWS AND REGULATIONS (INCLUDING RECEIPT OF ANY APPLICABLE
REGULATORY OR STOCKHOLDER APPROVALS).
EACH OF THE COMPANY AND THE PURCHASER
AGREES TO USE ITS COMMERCIALLY REASONABLE EFFORTS TO SECURE ANY REGULATORY OR
STOCKHOLDER APPROVALS OR OTHER CONSENTS, AND TO COMPLY WITH ANY LAW OR
REGULATION NECESSARY IN CONNECTION WITH THE OFFER, SALE AND PURCHASE OF, SUCH
NEW SECURITIES.
(D)
FAILURE OF PURCHASE.
IN THE EVENT THE PURCHASER FAILS TO EXERCISE
ITS RIGHTS PROVIDED IN THIS SECTION 6.6 WITHIN SAID TEN-BUSINESS DAY PERIOD OR,
IF SO EXERCISED, THE PURCHASER IS UNABLE TO CONSUMMATE SUCH PURCHASE WITHIN THE
TIME PERIOD SPECIFIED IN SECTION 6.6(C) ABOVE BECAUSE OF ITS FAILURE TO OBTAIN
ANY REQUIRED REGULATORY OR STOCKHOLDER CONSENT OR APPROVAL, THE COMPANY SHALL
THEREAFTER BE ENTITLED (DURING THE PERIOD OF 60 DAYS FOLLOWING THE CONCLUSION OF
THE APPLICABLE PERIOD) TO SELL OR ENTER INTO AN AGREEMENT TO SELL THE NEW
SECURITIES NOT ELECTED TO BE PURCHASED PURSUANT TO THIS SECTION 6.6 OR WHICH THE
PURCHASER IS UNABLE TO PURCHASE BECAUSE OF SUCH FAILURE TO OBTAIN ANY SUCH
CONSENT OR APPROVAL, AT A PRICE AND UPON TERMS, TAKEN TOGETHER IN THE AGGREGATE,
NO MORE FAVORABLE TO THE PURCHASERS OF SUCH SECURITIES THAN WERE SPECIFIED IN