SECURITIES COVERED BY SUCH REGISTRATION STATEMENT SHALL
HAVE BEEN DISPOSED OF IN ACCORDANCE WITH THE INTENDED METHOD OF DISTRIBUTION
THEREFOR OR THE EXPIRATION OF THE TIME WHEN A PROSPECTUS RELATING TO SUCH
REGISTRATION IS REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT; PROVIDED,
HOWEVER, THAT IF THE REGISTRATION IS EFFECTED BY THE FILING OF A REGISTRATION
STATEMENT ON FORM S-3, THEN THE COMPANY SHALL KEEP SUCH REGISTRATION STATEMENT
EFFECTIVE FOR A PERIOD NOT TO EXCEED 3 YEARS FROM THE DATE OF EFFECTIVENESS OR
SUCH EARLIER TIME AS THE
21
REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT HAVE BEEN DISPOSED
OF IN ACCORDANCE WITH THE INTENDED METHOD OF DISTRIBUTION THEREFORE, THE
EXPIRATION OF THE TIME WHEN A PROSPECTUS RELATING TO SUCH REGISTRATION IS
REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT, OR SUCH REGISTRATION
STATEMENT NO LONGER COVERS REGISTRABLE SECURITIES;
(C)
USING ITS BEST EFFORTS TO REGISTER OR QUALIFY SUCH REGISTRABLE
SECURITIES UNDER THE STATE SECURITIES OR "BLUE SKY" LAWS OF SUCH JURISDICTIONS
AS THE SELLERS SHALL REASONABLY REQUEST; PROVIDED, HOWEVER, THAT THE COMPANY
SHALL NOT BE OBLIGATED TO FILE ANY GENERAL CONSENT TO SERVICE OF PROCESS OR TO
QUALIFY AS A FOREIGN CORPORATION IN ANY JURISDICTION IN WHICH IT IS NOT SO
QUALIFIED OR TO SUBJECT ITSELF TO TAXATION IN RESPECT OF DOING BUSINESS IN ANY
JURISDICTION IN WHICH IT WOULD NOT OTHERWISE BE SO SUBJECT; AND
(D)
OTHERWISE COOPERATING REASONABLY WITH, AND TAKING SUCH CUSTOMARY
ACTIONS AS MAY REASONABLY BE REQUESTED BY THE HOLDERS OF REGISTRABLE SECURITIES
IN CONNECTION WITH, SUCH REGISTRATION.
8.3.3.
SELECTION OF UNDERWRITERS AND COUNSEL.
THE UNDERWRITERS AND LEGAL
COUNSEL TO BE RETAINED IN CONNECTION WITH ANY PUBLIC OFFERING SHALL BE SELECTED
BY THE BOARD OR, IN THE CASE OF AN OFFERING FOLLOWING A REQUEST THEREFOR UNDER
SECTION 8.1.1 HEREOF, THE INITIATING HOLDERS WITH THE CONSENT OF THE COMPANY
(WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD).
8.3.4.
LOCK-UP.
WITHOUT THE PRIOR WRITTEN CONSENT OF THE UNDERWRITERS MANAGING
ANY PUBLIC OFFERING, FOR A PERIOD BEGINNING SEVEN DAYS IMMEDIATELY PRECEDING AND
ENDING ON THE 90TH DAY FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT USED IN CONNECTION WITH SUCH OFFERING, NO HOLDER OF WARRANT SHARES
(WHETHER OR NOT A SELLING STOCKHOLDER PURSUANT TO SUCH REGISTRATION
STATEMENT) REPRESENTING AT LEAST 1% OF THE OUTSTANDING COMMON STOCK SHALL
(A) OFFER, PLEDGE, SELL, CONTRACT TO SELL, SELL ANY OPTION OR CONTRACT TO
PURCHASE, PURCHASE ANY OPTION OR CONTRACT TO SELL, GRANT ANY OPTION, RIGHT OR
WARRANT TO PURCHASE, LEND, OR OTHERWISE TRANSFER, DIRECTLY OR INDIRECTLY, ANY
SHARES OF COMMON STOCK OR ANY SECURITIES CONVERTIBLE INTO OR EXERCISABLE OR
EXCHANGEABLE FOR SUCH COMMON STOCK OR (B) ENTER INTO ANY SWAP OR OTHER
ARRANGEMENT THAT TRANSFERS TO ANOTHER, IN WHOLE OR IN PART, ANY OF THE ECONOMIC
CONSEQUENCES OF OWNERSHIP OF COMMON STOCK, WHETHER ANY SUCH TRANSACTION
DESCRIBED IN CLAUSE (A) OR (B) ABOVE IS TO BE SETTLED BY DELIVERY OF SUCH COMMON
STOCK OR SUCH OTHER SECURITIES, IN CASH OR OTHERWISE; PROVIDED, HOWEVER, THAT
THE FOREGOING RESTRICTIONS SHALL NOT APPLY TO