COMPANY OF ANY OBLIGATIONS IT HAS HEREUNDER.
(E)
WITHIN THREE (3) BUSINESS DAYS OF THE
EFFECTIVE DATE OF THE REGISTRATION STATEMENT, THE COMPANY SHALL ADVISE ITS
TRANSFER AGENT THAT THE PURCHASED SHARES COVERED BY SUCH REGISTRATION STATEMENT
ARE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT AND CAN BE REISSUED FREE OF
RESTRICTIVE LEGEND UPON NOTICE OF A SALE BY THE INVESTOR AND CONFIRMATION BY THE
INVESTOR THAT IT HAS COMPLIED WITH THE PROSPECTUS DELIVERY REQUIREMENTS;
PROVIDED THAT THE COMPANY HAS NOT ADVISED THE TRANSFER AGENT ORALLY OR IN
WRITING THAT SUCH REGISTRATION STATEMENT HAS BEEN SUSPENDED; PROVIDED, FURTHER,
THAT IN THE EVENT THE COMPANY'S TRANSFER AGENT REQUIRES AN OPINION OF COUNSEL TO
THE COMPANY FOR ANY SUCH REISSUANCE, THE COMPANY SHALL CAUSE ITS COUNSEL TO
ISSUE AN OPINION TO THE TRANSFER AGENT STATING THE FOREGOING WITHIN THREE
BUSINESS DAYS AFTER ANY SUCH REQUEST FOR AN OPINION BY THE TRANSFER AGENT.
(F)
TRANSFER OF SHARES AFTER REGISTRATION;
SUSPENSION.
(I)
THE INVESTOR AGREES THAT IT WILL NOT
EFFECT ANY DISPOSITION OF THE PURCHASED SHARES THAT WOULD CONSTITUTE A SALE
WITHIN THE MEANING OF THE SECURITIES ACT EXCEPT (A) AS CONTEMPLATED IN SECTIONS
3.2(A) AND (B) OR (B) AS OTHERWISE PERMITTED BY LAW, INCLUDING PURSUANT TO THE
SAFE HARBOR PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, AND THAT IT WILL
PROMPTLY NOTIFY THE COMPANY OF ANY MATERIAL CHANGES IN THE INFORMATION SET FORTH
IN THE REGISTRATION STATEMENT REGARDING THE INVESTOR OR ITS PLAN OF
DISTRIBUTION.
(II)
EXCEPT IN THE EVENT THAT SECTION 3.2(B) OR
PARAGRAPH (III) BELOW APPLIES, THE COMPANY SHALL (X) IF DEEMED NECESSARY BY THE
COMPANY, PREPARE AND FILE FROM TIME TO TIME WITH THE SEC A POST-EFFECTIVE
AMENDMENT TO THE REGISTRATION STATEMENT OR A SUPPLEMENT TO THE RELATED
PROSPECTUS OR A SUPPLEMENT OR AMENDMENT TO ANY DOCUMENT INCORPORATED THEREIN BY
REFERENCE OR FILE ANY OTHER REQUIRED DOCUMENT SO THAT SUCH REGISTRATION
STATEMENT WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING, AND SO THAT, AS THEREAFTER DELIVERED TO
PURCHASERS OF THE PURCHASED SHARES BEING SOLD THEREUNDER, SUCH PROSPECTUS WILL
NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT 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;
(Y) PROVIDE THE INVESTOR COPIES OF ANY DOCUMENTS FILED PURSUANT TO CLAUSE
(X) ABOVE; AND (Z) INFORM THE INVESTOR THAT THE COMPANY HAS COMPLIED WITH ITS
OBLIGATIONS IN CLAUSE (X) ABOVE (OR THAT, IF THE COMPANY HAS FILED A
POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT WHICH HAS NOT YET BEEN
DECLARED EFFECTIVE, THE COMPANY WILL NOTIFY THE INVESTOR TO THAT EFFECT, WILL
USE ITS REASONABLE BEST EFFORTS TO SECURE THE EFFECTIVENESS OF SUCH
POST-EFFECTIVE AMENDMENT AS PROMPTLY AS POSSIBLE AND WILL PROMPTLY NOTIFY THE
INVESTOR PURSUANT TO CLAUSE (X) ABOVE WHEN THE AMENDMENT HAS BECOME EFFECTIVE).
16
(III)