THE COMPANY SHALL USE ITS
REASONABLE BEST EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BE DECLARED
EFFECTIVE WITHIN FIVE BUSINESS DAYS AFTER RECEIPT OF NOTIFICATION THAT THE
REGISTRATION STATEMENT WILL NOT BE SUBJECT TO SEC REVIEW, AND WITHIN 60 DAYS
AFTER THE CLOSING DATE IN THE EVENT OF AN SEC REVIEW.
(B)
IN CONNECTION WITH THE COMPANY'S REGISTRATION OBLIGATIONS UNDER
THIS SECTION 8, IN ADDITION TO FILING THE REGISTRATION STATEMENT AS PROVIDED IN
SECTION 8.1(A), THE COMPANY SHALL AS PROMPTLY AS PRACTICABLE:
(I)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS, (INCLUDING WITHOUT
LIMITATION SUCH AMENDMENTS AS MAY BE NECESSARY TO REGISTER ALL WARRANT SHARES
ISSUABLE UPON EXERCISE OF ADDITIONAL WARRANTS AND, IF INCLUDING ALL SUCH WARRANT
SHARES IN ONE AMENDMENT WOULD CAUSE THE AMENDED REGISTRATION STATEMENT TO NOT BE
IMMEDIATELY EFFECTIVE UPON FILING BY VIRTUE OF RULE 462 PROMULGATED UNDER THE
SECURITIES ACT, THE COMPANY SHALL FILE SUCCESSIVE AMENDMENTS TO ACCOMPLISH SUCH
REGISTRATION SUCH THAT ALL AMENDMENTS INCLUDE THE MAXIMUM NUMBER OF ADDITIONAL
WARRANT SHARES POSSIBLE AND ARE IMMEDIATELY EFFECTIVE UPON FILING) AND
SUPPLEMENTS TO THE REGISTRATION STATEMENT AND THE PROSPECTUS INCLUDED THEREIN AS
MAY BE NECESSARY TO KEEP THE REGISTRATION STATEMENT AND SUCH PROSPECTUS
EFFECTIVE AND TO ENSURE THAT THE STATEMENTS MADE THEREIN ARE NOT MISLEADING IN
ANY MATERIAL RESPECT (OR VOID OF ANY STATEMENT NECESSARY TO MAKE THE STATEMENTS
MADE THEREIN NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES IN WHICH THE
STATEMENTS THEREIN WERE MADE) UNTIL THE EARLIEST OF (A) THE DATE ON WHICH ALL
REGISTRABLE SECURITIES HAVE BEEN SOLD THEREUNDER; (B) SUCH TIME AS ALL OF THE
REGISTRABLE SECURITIES HELD BY EACH PURCHASER CAN BE SOLD WITHIN A GIVEN
THREE-MONTH PERIOD PURSUANT TO
22
RULE 144 UNDER THE SECURITIES ACT; OR (C) THE DATE ON WHICH ALL REGISTRABLE
SECURITIES ARE FREELY TRADABLE WITHOUT RESTRICTION UNDER THE SECURITIES ACT.
NOTWITHSTANDING THE FOREGOING, FOLLOWING THE EFFECTIVENESS OF THE REGISTRATION
STATEMENT, THE COMPANY MAY REQUEST THAT THE PURCHASERS REFRAIN FROM SELLING
REGISTRABLE SECURITIES UNDER THE REGISTRATION STATEMENT FOR UP TO 30 DAYS, AS
APPROPRIATE (A "SUSPENSION PERIOD"), BY GIVING REASONABLE PRIOR WRITTEN NOTICE
TO THE PURCHASERS, IF THE COMPANY'S BOARD OF DIRECTORS SHALL HAVE DETERMINED IN
GOOD FAITH THAT INFORMATION CONTAINED IN THE REGISTRATION STATEMENT CONTAINS
MATERIAL MISSTATEMENTS OR OMISSIONS AND CORRECTING THE SAME WOULD REQUIRE THE
COMPANY TO DISCLOSE ANY MATERIAL CORPORATE DEVELOPMENT NOT OTHERWISE REQUIRED TO
BE THEN DISCLOSED UNDER APPLICABLE LAW AND THAT DISCLOSURE OF SUCH INFORMATION
AT THE TIME WOULD NOT BE IN THE BEST INTERESTS OF THE COMPANY; PROVIDED,
HOWEVER, THAT THIS RIGHT SHALL IN NO WAY MINIMIZE, MITIGATE OR LIMIT THE
COMPANY'S OBLIGATIONS UNDER SUBSECTION 8.1(B)(IV) BELOW TO PROMPTLY PREPARE,
FILE AND DELIVER TO THE PURCHASERS A PROSPECTUS SUPPLEMENT OR AMENDMENT BY NO
LATER THAN THE 30TH DAY AFTER THE COMMENCEMENT OF THE SUSPENSION PERIOD OR SUCH
SHORTER PERIOD AS IS REASONABLY PRACTICABLE AND APPROPRIATE.
NOTWITHSTANDING
THE FOREGOING, THE COMPANY MAY NOT GIVE NOTICE OF A SUSPENSION PERIOD MORE THAN
TWICE DURING ANY TWELVE (12) MONTH PERIOD, AND IN EACH EVENT THE