PURSUANT TO THIS AGREEMENT (WHETHER OR NOT ANY REGISTRATION OR
PROSPECTUS BECOMES EFFECTIVE OR FINAL):
ALL REGISTRATION FEES, FEES AND
DISBURSEMENTS OF COUNSEL FOR THE COMPANY, BLUE SKY FILING FEES, AND EXPENSES OF
THE COMPANY'S INDEPENDENT ACCOUNTANTS IN CONNECTION WITH ANY REGULAR OR SPECIAL
REVIEWS INCIDENT TO OR REQUIRED BY SUCH REGISTRATION.
FOR THE AVOIDANCE OF
DOUBT, THE COMPANY SHALL NOT BE RESPONSIBLE FOR AND SHALL NOT PAY ANY SELLING
COMMISSIONS AND STOCK TRANSFER TAXES APPLICABLE TO THE SALE OF SHARES AND FEES
AND DISBURSEMENTS OF COUNSEL FOR PURCHASER.
15
(J)
ALL OBLIGATIONS OF THE COMPANY AND PURCHASER IN THIS SECTION 6
(OTHER THAN AS SET FORTH IN SECTIONS 6.5, 6.6, 6.7 AND 6.8) SHALL TERMINATE AND
BE OF NO FURTHER FORCE AND EFFECT WITH RESPECT TO ANY SHARES ONCE (I) THEY ARE
SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (II) THEY
MAY BE SOLD PURSUANT TO RULE 144 WITHOUT LIMITATION THEREUNDER ON VOLUME OR
MANNER OF SALE, (III) THEY SHALL HAVE CEASED TO BE OUTSTANDING OR (IV) THEY HAVE
BEEN SOLD IN A PRIVATE TRANSACTION.
6.4
MATERIAL DEVELOPMENTS; SUSPENSION OF OFFERING.
(A)
NOTWITHSTANDING THE PROVISIONS OF SECTIONS 6.2 OR 6.3 HEREOF OR
ANY OTHER PROVISIONS OF THIS AGREEMENT TO THE CONTRARY, THE COMPANY SHALL NOT BE
REQUIRED TO FILE THE REGISTRATION STATEMENT OR TO KEEP THE REGISTRATION
STATEMENT EFFECTIVE IF THE NEGOTIATION OR CONSUMMATION OF A TRANSACTION BY THE
COMPANY OR ANY COMPANY SUBSIDIARY OR AFFILIATES IS PENDING OR AN EVENT HAS
OCCURRED, WHICH NEGOTIATION, CONSUMMATION OR EVENT WOULD REQUIRE ADDITIONAL
DISCLOSURE BY THE COMPANY IN THE REGISTRATION STATEMENT OF MATERIAL INFORMATION
WHICH THE COMPANY IN ITS REASONABLE JUDGMENT HAS A BONA FIDE BUSINESS PURPOSE
FOR KEEPING CONFIDENTIAL AND THE NONDISCLOSURE OF WHICH IN THE REGISTRATION
STATEMENT WOULD BE EXPECTED, IN THE COMPANY'S REASONABLE DETERMINATION, TO CAUSE
THE REGISTRATION STATEMENT OR ANY PROSPECTUS FILED WITH RESPECT THERETO OR
INCLUDED THEREIN TO FAIL TO COMPLY WITH APPLICABLE DISCLOSURE REQUIREMENTS;
PROVIDED, HOWEVER, THAT THE COMPANY (I) WILL PROMPTLY NOTIFY PURCHASER OF A
DELAY, SUSPENSION OR WITHDRAWAL PURSUANT TO THIS SECTION 6.4 (WITHOUT HAVING TO
PROVIDE DETAILS THEREOF) AND (II) MAY NOT DELAY, SUSPEND OR WITHDRAW THE
REGISTRATION STATEMENT FOR SUCH REASON UNDER THIS SECTION 6.4 (A) UNLESS, FOR SO
LONG AS THE BOARD REPRESENTATIVE IS A MEMBER OF THE COMPANY BOARD, THE MEMBERS
OF THE COMPANY BOARD GENERALLY ARE THEN INELIGIBLE TO SELL COMPANY SECURITIES
PURSUANT TO THE COMPANY'S INSIDER TRADING POLICIES OR (B) IN THE EVENT THE BOARD
REPRESENTATIVE IS NOT THEN A MEMBER OF THE COMPANY BOARD, MORE THAN FOUR
(4) TIMES IN ANY TWELVE (12) MONTH PERIOD AND IN NO EVENT FOR MORE THAN ONE
HUNDRED AND TWENTY (120) DAYS DURING THE SAME SUCH TWELVE (12) MONTH PERIOD.
UPON RECEIPT OF ANY NOTICE FROM THE COMPANY OF THE HAPPENING OF ANY EVENT DURING
THE PERIOD THE REGISTRATION STATEMENT IS EFFECTIVE WHICH IS OF A TYPE SPECIFIED
IN THE PRECEDING SENTENCE OR AS A RESULT OF WHICH THE REGISTRATION STATEMENT OR
RELATED PROSPECTUS CONTAINS ANY