REQUIRED TO BE STATED THEREIN, OR NECESSARY IN
ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING AND (II) IN THE GOOD FAITH JUDGMENT OF THE
BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD"), AFTER CONSULTATION WITH ITS
OUTSIDE SECURITIES COUNSEL, THE COMPANY HAS A BONA FIDE BUSINESS PURPOSE FOR NOT
THEN DISCLOSING THE EXISTENCE OF SUCH EVENT OR CIRCUMSTANCE (ONLY TO THE EXTENT
SUCH EVENT OR CIRCUMSTANCE IS MATERIAL NON-PUBLIC INFORMATION).
In the event of the occurrence of any Pending Event Suspension Period, the
Company shall promptly upon such occurrence, notify the Investor in writing.
The Company will also provide written notice to the Investor of the end of each
Pending Event Suspension Period.
The Investor agrees to cease all public
disposition efforts under the Registration Statement with respect to the
Registrable Securities then held by the Investor immediately upon receipt of
notice of the beginning of any Pending Event Suspension Period and until the
Investor receives notice of the end of such Pending Event Suspension Period.
2.6
PIGGY-BACK REGISTRATION PROCEDURES.
IN
CONNECTION WITH THE COMPANY'S REGISTRATION OBLIGATIONS HEREUNDER WITH RESPECT TO
A PIGGY-BACK REGISTRATION STATEMENT IN WHICH REGISTRABLE SECURITIES HELD BY THE
INVESTOR ARE IN FACT INCLUDED, THE COMPANY SHALL:
(A)
NOT LESS THAN THREE (3) TRADING DAYS PRIOR
TO THE FILING OF EACH PIGGY-BACK REGISTRATION STATEMENT OR ANY RELATED
PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO (I) FURNISH TO THE INVESTOR
AND INVESTOR COUNSEL COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE FILED (AND
THEREAFTER INCLUDE IN THE PIGGY-BACK REGISTRATION STATEMENT ALL REASONABLE
COMMENTS RECEIVED BY THE INVESTOR OR INVESTOR COUNSEL ON DISCLOSURE RELATING TO
THE INVESTOR), 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 OR THE INVESTOR,
AS THE CASE MAY BE, TO CONDUCT A REASONABLE INVESTIGATION WITHIN THE MEANING OF
THE SECURITIES ACT.
10
(B)
(I) 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 AND (II) COMPLY IN ALL
MATERIAL RESPECTS WITH THE PROVISIONS OF THE SECURITIES ACT AND THE EXCHANGE ACT
WITH RESPECT TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES COVERED BY A
PIGGY-BACK REGISTRATION STATEMENT DURING THE OFFERING.
(C)
PROMPTLY NOTIFY THE INVESTOR AND INVESTOR
COUNSEL, AND (IF REQUESTED BY ANY SUCH PERSON) CONFIRM SUCH NOTICE IN WRITING,
OF ANY OF THE FOLLOWING EVENTS: (I) THE COMMISSION NOTIFIES THE COMPANY WHETHER
IT INTENDS TO "REVIEW" ANY PIGGY-BACK REGISTRATION STATEMENT; (II) THE
COMMISSION COMMENTS IN WRITING ON ANY PIGGY-BACK REGISTRATION STATEMENT (IN
WHICH CASE THE COMPANY SHALL DELIVER TO THE INVESTOR A COPY OF SUCH COMMENTS AND
OF ALL WRITTEN RESPONSES THERETO); (III) ANY PIGGY-BACK REGISTRATION STATEMENT
OR ANY POST-EFFECTIVE AMENDMENT THERETO IS DECLARED EFFECTIVE; (IV) THE
COMMISSION OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL AUTHORITY REQUESTS ANY
AMENDMENT OR SUPPLEMENT TO A