EARLIER,
UNTIL THE HOLDER OR HOLDERS HAVE COMPLETED THE DISTRIBUTION RELATED THERETO;
PROVIDED, HOWEVER, THAT AT ANY TIME, UPON WRITTEN NOTICE TO THE PARTICIPATING
HOLDERS AND FOR A PERIOD NOT TO EXCEED SIXTY (60) DAYS THEREAFTER (THE
"SUSPENSION PERIOD"), THE COMPANY MAY DELAY THE FILING OR EFFECTIVENESS OF ANY
REGISTRATION STATEMENT OR SUSPEND THE USE OR EFFECTIVENESS OF ANY REGISTRATION
STATEMENT (AND THE INITIATING HOLDERS HEREBY AGREE NOT TO OFFER OR SELL ANY
REGISTRABLE SECURITIES PURSUANT TO SUCH REGISTRATION STATEMENT DURING THE
SUSPENSION PERIOD) IF THE COMPANY REASONABLY BELIEVES THAT THE COMPANY MAY, IN
THE ABSENCE OF SUCH DELAY OR SUSPENSION HEREUNDER, BE REQUIRED UNDER STATE OR
FEDERAL SECURITIES LAWS TO DISCLOSE ANY CORPORATE DEVELOPMENT THE DISCLOSURE OF
WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT UPON THE
COMPANY, ITS STOCKHOLDERS, A POTENTIALLY SIGNIFICANT TRANSACTION OR EVENT
INVOLVING THE COMPANY, OR ANY NEGOTIATIONS, DISCUSSIONS, OR PROPOSALS DIRECTLY
RELATING THERETO.
IN THE EVENT THAT THE COMPANY SHALL EXERCISE ITS RIGHT TO
DELAY OR SUSPEND THE FILING OR EFFECTIVENESS OF A REGISTRATION HEREUNDER, THE
APPLICABLE TIME PERIOD DURING WHICH THE REGISTRATION STATEMENT IS TO REMAIN
EFFECTIVE SHALL BE EXTENDED BY A PERIOD OF TIME EQUAL TO THE DURATION OF THE
SUSPENSION PERIOD.
IF SO DIRECTED BY THE COMPANY, ALL HOLDERS REGISTERING
SHARES UNDER SUCH REGISTRATION STATEMENT SHALL USE THEIR BEST EFFORTS TO DELIVER
TO THE COMPANY (AT THE COMPANY'S EXPENSE) ALL COPIES, OTHER THAN PERMANENT FILE
COPIES THEN IN SUCH HOLDERS' POSSESSION, OF THE PROSPECTUS RELATING TO SUCH
REGISTRABLE SECURITIES CURRENT AT THE TIME OF RECEIPT OF SUCH NOTICE.
THE
COMPANY SHALL NOT BE REQUIRED TO FILE, CAUSE TO BECOME EFFECTIVE OR MAINTAIN THE
EFFECTIVENESS OF ANY REGISTRATION STATEMENT THAT CONTEMPLATES A DISTRIBUTION OF
SECURITIES ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE
SECURITIES ACT.
(B)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO
SUCH REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH SUCH
REGISTRATION STATEMENT AS MAY BE NECESSARY TO COMPLY WITH THE PROVISIONS OF THE
SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT FOR THE PERIOD SET FORTH IN SUBSECTION (A) ABOVE.
5
(C)
FURNISH TO THE HOLDERS SUCH NUMBER OF COPIES OF A PROSPECTUS,
INCLUDING A PRELIMINARY PROSPECTUS, IN CONFORMITY WITH THE REQUIREMENTS OF THE
SECURITIES ACT, AND SUCH OTHER DOCUMENTS AS THE HOLDERS MAY REASONABLY REQUEST
IN ORDER TO FACILITATE THE DISPOSITION OF REGISTRABLE SECURITIES OWNED BY THEM.
(D)
USE ITS REASONABLE EFFORTS TO REGISTER AND QUALIFY THE SECURITIES
COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR BLUE SKY
LAWS OF SUCH JURISDICTIONS AS SHALL BE REASONABLY REQUESTED BY THE HOLDERS;
PROVIDED THAT THE COMPANY SHALL NOT BE REQUIRED IN CONNECTION THEREWITH OR AS A
CONDITION THERETO TO QUALIFY TO DO BUSINESS OR TO FILE A GENERAL CONSENT TO
SERVICE OF PROCESS IN ANY SUCH STATES OR JURISDICTIONS.
(E)
IN THE EVENT OF ANY UNDERWRITTEN PUBLIC OFFERING, ENTER INTO AND
PERFORM ITS OBLIGATIONS UNDER AN UNDERWRITING AGREEMENT,