MAY BE SOLD WITHOUT VOLUME RESTRICTIONS PURSUANT TO RULE 144(K),
AS DETERMINED BY THE COUNSEL TO THE COMPANY PURSUANT TO A WRITTEN OPINION LETTER
TO SUCH EFFECT, ADDRESSED AND ACCEPTABLE TO THE COMPANY'S TRANSFER AGENT AND THE
AFFECTED HOLDERS (THE "EFFECTIVENESS PERIOD").
THE COMPANY SHALL REQUEST
EFFECTIVENESS OF A REGISTRATION STATEMENT AS OF 5:00 P.M. NEW YORK CITY TIME ON
A TRADING DAY.
THE COMPANY SHALL IMMEDIATELY NOTIFY THE HOLDERS VIA ELECTRONIC
MAIL OR FACSIMILE OF THE EFFECTIVENESS OF A REGISTRATION STATEMENT ON THE SAME
TRADING DAY THAT THE COMPANY TELEPHONICALLY CONFIRMS EFFECTIVENESS WITH THE
COMMISSION, WHICH SHALL BE THE DATE REQUESTED FOR EFFECTIVENESS OF A
REGISTRATION STATEMENT.
THE COMPANY SHALL, BY 9:30 A.M. NEW YORK CITY TIME ON
THE TRADING DAY AFTER THE EFFECTIVE DATE (AS DEFINED IN THE PURCHASE AGREEMENT),
FILE A FINAL PROSPECTUS WITH THE COMMISSION AS REQUIRED BY RULE 424.
FAILURE TO
SO NOTIFY THE HOLDER WITHIN ONE TRADING DAY OF SUCH NOTIFICATION OF
EFFECTIVENESS OR FAILURE TO FILE A FINAL PROSPECTUS AS AFORESAID SHALL BE DEEMED
AN EVENT UNDER SECTION 2(B).
(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 THE
HOLDERS THE OPPORTUNITY TO REVIEW AND COMMENT ON THE SAME AS REQUIRED BY SECTION
3(A) HEREIN, THE COMPANY SHALL BE DEEMED TO HAVE NOT 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) A REGISTRATION
STATEMENT FILED OR REQUIRED TO BE FILED HEREUNDER IS NOT DECLARED EFFECTIVE BY
THE COMMISSION BY ITS EFFECTIVENESS DATE, OR (IV) AFTER THE EFFECTIVENESS DATE,
A REGISTRATION STATEMENT 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 OTHERWISE NOT PERMITTED TO UTILIZE THE PROSPECTUS THEREIN TO
RESELL SUCH REGISTRABLE SECURITIES, FOR MORE THAN 10 CONSECUTIVE CALENDAR DAYS
OR MORE THAN AN AGGREGATE OF 15 CALENDAR DAYS DURING
3
ANY 12-MONTH PERIOD (WHICH NEED NOT BE CONSECUTIVE CALENDAR DAYS) (ANY SUCH
FAILURE OR BREACH BEING REFERRED TO AS AN "EVENT", AND FOR PURPOSES OF CLAUSE
(I) OR (III) 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
CLAUSE (IV) THE DATE ON WHICH SUCH 10 OR 15 CALENDAR DAY PERIOD, AS APPLICABLE,
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 SUCH
EVENT DATE AND ON EACH MONTHLY ANNIVERSARY OF EACH SUCH EVENT DATE (IF THE
APPLICABLE EVENT SHALL NOT HAVE BEEN CURED BY