THE BASIC AMOUNTS, THEN EACH PURCHASER WHO HAS SET
FORTH AN UNDERSUBSCRIPTION AMOUNT IN ITS NOTICE OF ACCEPTANCE SHALL BE ENTITLED
TO PURCHASE, IN ADDITION TO THE BASIC AMOUNTS SUBSCRIBED FOR, THE
UNDERSUBSCRIPTION AMOUNT IT HAS SUBSCRIBED FOR; PROVIDED, HOWEVER, THAT IF THE
UNDERSUBSCRIPTION AMOUNTS SUBSCRIBED FOR EXCEED THE DIFFERENCE BETWEEN THE TOTAL
OF ALL THE BASIC AMOUNTS AND THE BASIC AMOUNTS SUBSCRIBED FOR (THE "AVAILABLE
UNDERSUBSCRIPTION AMOUNT"), EACH PURCHASER WHO HAS SUBSCRIBED FOR ANY
UNDERSUBSCRIPTION AMOUNT SHALL BE ENTITLED TO PURCHASE ONLY THAT PORTION OF THE
AVAILABLE UNDERSUBSCRIPTION AMOUNT AS THE BASIC AMOUNT OF THE PURCHASER BEARS TO
THE TOTAL BASIC AMOUNTS OF THE PURCHASER AND THE OTHER PURCHASERS THAT HAVE
SUBSCRIBED FOR UNDERSUBSCRIPTION AMOUNTS, SUBJECT TO ROUNDING BY THE COMPANY TO
THE EXTENT ITS DEEMS REASONABLY NECESSARY.
31
(III)
THE COMPANY SHALL HAVE TWENTY-FIVE (25)
CALENDAR DAYS FROM THE EXPIRATION OF THE OFFER PERIOD ABOVE TO OFFER, ISSUE,
SELL OR EXCHANGE ALL OR ANY PART OF SUCH OFFERED SECURITIES AS TO WHICH A NOTICE
OF ACCEPTANCE HAS NOT BEEN GIVEN BY THE PURCHASER (THE "REFUSED SECURITIES"),
BUT ONLY TO THE OFFEREES DESCRIBED IN THE OFFER NOTICE (IF SO DESCRIBED THEREIN)
AND ONLY UPON TERMS AND CONDITIONS (INCLUDING, WITHOUT LIMITATION, UNIT PRICES
AND INTEREST RATES) THAT ARE NOT MORE FAVORABLE TO THE ACQUIRING PERSON OR
PERSONS OR LESS FAVORABLE TO THE COMPANY THAN THOSE SET FORTH IN THE OFFER
NOTICE AND (II) TO PUBLICLY ANNOUNCE (A) THE EXECUTION OF SUCH SUBSEQUENT
PLACEMENT AGREEMENT, AND (B) EITHER (X) THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY SUCH SUBSEQUENT PLACEMENT AGREEMENT OR (Y) THE TERMINATION OF
SUCH SUBSEQUENT PLACEMENT AGREEMENT, WHICH SHALL BE FILED WITH THE COMMISSION ON
A CURRENT REPORT ON FORM 8-K WITH SUCH SUBSEQUENT PLACEMENT AGREEMENT AND ANY
DOCUMENTS CONTEMPLATED THEREIN FILED AS EXHIBITS THERETO.
(IV)
IN THE EVENT THE COMPANY SHALL PROPOSE TO SELL
LESS THAN ALL THE REFUSED SECURITIES (ANY SUCH SALE TO BE IN THE MANNER AND ON
THE TERMS SPECIFIED IN SECTION 4.14(C)(III) ABOVE), THEN EACH PURCHASER MAY, AT
ITS SOLE OPTION AND IN ITS SOLE DISCRETION, REDUCE THE NUMBER OR AMOUNT OF THE
OFFERED SECURITIES SPECIFIED IN ITS NOTICE OF ACCEPTANCE TO AN AMOUNT THAT SHALL
BE NOT LESS THAN THE NUMBER OR AMOUNT OF THE OFFERED SECURITIES THAT THE
PURCHASER ELECTED TO PURCHASE PURSUANT TO SECTION 4.14(C)(II) ABOVE MULTIPLIED
BY A FRACTION, (I) THE NUMERATOR OF WHICH SHALL BE THE NUMBER OR AMOUNT OF
OFFERED SECURITIES THE COMPANY ACTUALLY PROPOSES TO ISSUE, SELL OR EXCHANGE
(INCLUDING OFFERED SECURITIES TO BE ISSUED OR SOLD TO THE PURCHASER PURSUANT TO
SECTION 4.14(C)(III) ABOVE PRIOR TO SUCH REDUCTION) AND (II) THE DENOMINATOR OF
WHICH SHALL BE THE ORIGINAL AMOUNT OF THE OFFERED SECURITIES. IN THE EVENT THAT
ANY PURCHASER SO ELECTS TO REDUCE THE NUMBER OR AMOUNT OF OFFERED SECURITIES
SPECIFIED IN ITS NOTICE OF ACCEPTANCE, THE COMPANY MAY NOT ISSUE, SELL OR
EXCHANGE MORE THAN THE REDUCED NUMBER OR AMOUNT OF THE OFFERED SECURITIES UNLESS
AND UNTIL SUCH SECURITIES HAVE AGAIN BEEN OFFERED TO