TO DO BUSINESS IN
ANY JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR
THIS SECTION 6.06, (II) SUBJECT ITSELF TO GENERAL TAXATION IN ANY SUCH
JURISDICTION, (III) FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH
JURISDICTION, (IV) PROVIDE ANY UNDERTAKINGS THAT CAUSE MATERIAL EXPENSE OR
MATERIAL BURDEN TO THE COMPANY, OR (V) MAKE ANY CHANGE IN ITS CHARTER OR BYLAWS,
WHICH IN EACH CASE THE BOARD OF DIRECTORS OF THE COMPANY DETERMINES TO BE
CONTRARY TO THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS.
SECTION 6.07.
UNDERWRITTEN OFFERINGS.
IF THE HOLDER SELECTS AN
UNDERWRITER OR UNDERWRITERS REASONABLY ACCEPTABLE TO THE COMPANY FOR AN
UNDERWRITTEN OFFERING, THE COMPANY WILL ENTER INTO AND PERFORM ITS OBLIGATIONS
UNDER AN UNDERWRITING AGREEMENT IN USUAL AND CUSTOMARY FORM INCLUDING, WITHOUT
LIMITATION, CUSTOMARY INDEMNIFICATION AND CONTRIBUTION OBLIGATIONS, WITH THE
MANAGING UNDERWRITER OF SUCH OFFERING.
SECTION 6.08.
SUSPENSION OF REGISTRATION.
(A)
THE COMPANY WILL NOTIFY (BY TELEPHONE AND
ALSO BY FACSIMILE AND REPUTABLE OVERNIGHT COURIER) THE HOLDER OF THE HAPPENING
OF ANY EVENT OF WHICH THE COMPANY HAS KNOWLEDGE AS A
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RESULT OF WHICH THE PROSPECTUS INCLUDED IN A REGISTRATION STATEMENT AS THEN IN
EFFECT INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING.
THE COMPANY WILL MAKE SUCH NOTIFICATION AS PROMPTLY AS PRACTICABLE
(BUT IN NO EVENT MORE THAN TWO BUSINESS DAYS) AFTER THE COMPANY BECOMES AWARE OF
THE EVENT, WILL PROMPTLY (BUT IN NO EVENT MORE THAN TEN BUSINESS DAYS) PREPARE
AND FILE A SUPPLEMENT OR AMENDMENT TO SUCH REGISTRATION STATEMENT TO CORRECT
SUCH UNTRUE STATEMENT OR OMISSION, AND WILL DELIVER A NUMBER OF COPIES OF SUCH
SUPPLEMENT OR AMENDMENT TO THE HOLDER AS IT MAY REASONABLY REQUEST.
(B)
NOTWITHSTANDING THE OBLIGATIONS UNDER
SECTION 6.08(A), IF IN THE GOOD FAITH JUDGMENT OF THE COMPANY, FOLLOWING
CONSULTATION WITH LEGAL COUNSEL, IT WOULD BE DETRIMENTAL TO THE COMPANY AND ITS
STOCKHOLDERS FOR RESALES OF REGISTRABLE SECURITIES TO BE MADE PURSUANT TO A
REGISTRATION STATEMENT DUE TO THE EXISTENCE OF A MATERIAL DEVELOPMENT OR
POTENTIAL MATERIAL DEVELOPMENT INVOLVING THE COMPANY WHICH THE COMPANY WOULD BE
OBLIGATED TO DISCLOSE IN SUCH REGISTRATION STATEMENT, BUT WHICH DISCLOSURE WOULD
BE PREMATURE OR OTHERWISE INADVISABLE AT SUCH TIME OR WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT UPON THE COMPANY AND ITS
STOCKHOLDERS, THE COMPANY WILL HAVE THE RIGHT TO SUSPEND THE USE OF SUCH
REGISTRATION STATEMENT FOR A PERIOD OF NOT MORE THAN FORTY-FIVE (45) DAYS;
PROVIDED, HOWEVER, THAT THE COMPANY MAY SO DEFER OR SUSPEND THE USE OF A
REGISTRATION STATEMENT NO MORE THAN ONE TIME IN ANY TWELVE-MONTH PERIOD.
(C)
SUBJECT TO THE COMPANY'S RIGHTS UNDER THIS
ARTICLE VI, THE COMPANY WILL USE ITS REASONABLE BEST EFFORTS TO PREVENT THE
ISSUANCE OF ANY STOP ORDER OR OTHER SUSPENSION OF EFFECTIVENESS OF A
REGISTRATION STATEMENT AND, IF SUCH