HOLDERS (THE "EFFECTIVENESS PERIOD").
(B)
IF: (I) A REGISTRATION STATEMENT IS NOT FILED ON OR PRIOR TO ITS
FILING DATE (IF THE COMPANY FILES A REGISTRATION STATEMENT WITHOUT AFFORDING
FELDMAN WEINSTEIN LLP AS SPECIAL COUNSEL FOR THE HOLDERS FOR PURPOSES OF SUCH
REVIEW ONLY, THE OPPORTUNITY TO REVIEW AND COMMENT ON THE SAME AS REQUIRED BY
SECTION 3(A), THE COMPANY SHALL NOT BE DEEMED TO HAVE SATISFIED THIS CLAUSE
(I)); OR (II) THE COMPANY FAILS TO FILE WITH THE COMMISSION A REQUEST FOR
ACCELERATION IN ACCORDANCE WITH RULE 461 PROMULGATED UNDER THE SECURITIES ACT,
WITHIN FIVE TRADING DAYS OF THE DATE THAT THE COMPANY IS NOTIFIED (ORALLY OR IN
WRITING, WHICHEVER IS EARLIER) BY THE COMMISSION THAT A REGISTRATION STATEMENT
WILL NOT BE "REVIEWED," OR NOT SUBJECT TO FURTHER REVIEW, OR (III) PRIOR TO THE
DATE WHEN SUCH REGISTRATION STATEMENT IS FIRST DECLARED EFFECTIVE BY THE
COMMISSION, THE COMPANY FAILS TO FILE A PRE-EFFECTIVE AMENDMENT AND OTHERWISE
RESPOND IN WRITING TO COMMENTS MADE BY THE COMMISSION IN RESPECT OF SUCH
REGISTRATION STATEMENT WITHIN TEN TRADING DAYS AFTER THE RECEIPT OF COMMENTS BY
OR NOTICE FROM THE COMMISSION THAT SUCH AMENDMENT IS REQUIRED IN ORDER FOR A
REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE, OR (IV) A REGISTRATION
STATEMENT FILED OR REQUIRED TO BE FILED HEREUNDER IS NOT DECLARED EFFECTIVE BY
THE COMMISSION ON OR BEFORE THE EFFECTIVENESS DATE, OR (V) AFTER A REGISTRATION
STATEMENT IS FIRST DECLARED EFFECTIVE BY THE COMMISSION, IT CEASES FOR ANY
REASON TO REMAIN CONTINUOUSLY EFFECTIVE AS TO ALL REGISTRABLE SECURITIES FOR
WHICH IT IS REQUIRED TO BE EFFECTIVE, OR THE HOLDERS ARE NOT PERMITTED TO
UTILIZE THE PROSPECTUS THEREIN TO RESELL SUCH REGISTRABLE SECURITIES, FOR IN ANY
SUCH CASES TWENTY TRADING DAYS (WHICH NEED NOT BE CONSECUTIVE DAYS) IN THE
AGGREGATE DURING ANY 12-MONTH PERIOD (ANY SUCH FAILURE OR BREACH BEING REFERRED
TO AS AN "EVENT," AND FOR PURPOSES OF CLAUSE (I) OR (IV) THE DATE ON WHICH SUCH
EVENT OCCURS, OR FOR PURPOSES OF CLAUSE (II) THE DATE ON WHICH SUCH FIVE TRADING
DAY PERIOD IS EXCEEDED, OR FOR PURPOSES OF CLAUSES (III) THE DATE WHICH SUCH TEN
TRADING DAY PERIOD IS EXCEEDED, OR FOR PURPOSES OF CLAUSE (V) THE DATE ON WHICH
SUCH TWENTY TRADING DAY PERIOD IS EXCEEDED BEING REFERRED TO AS "EVENT DATE"),
THEN IN ADDITION TO ANY OTHER RIGHTS THE HOLDERS MAY HAVE HEREUNDER OR UNDER
APPLICABLE LAW ON EACH MONTHLY ANNIVERSARY OF EACH SUCH EVENT DATE (IF THE
APPLICABLE EVENT SHALL NOT HAVE BEEN CURED BY SUCH DATE) UNTIL THE APPLICABLE
EVENT IS CURED, THE COMPANY SHALL PAY TO EACH HOLDER AN AMOUNT IN CASH, AS
LIQUIDATED DAMAGES AND NOT AS A PENALTY, EQUAL TO 2% OF THE AGGREGATE PURCHASE
PRICE PAID BY SUCH HOLDER PURSUANT TO THE PURCHASE AGREEMENT FOR ANY REGISTRABLE
SECURITIES THEN HELD BY SUCH HOLDER.
IF THE COMPANY FAILS TO PAY ANY
3
liquidated damages pursuant to this Section in full within seven days after the
date payable, the Company will pay interest thereon at