ON A
CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT (THE
"REGISTRATION STATEMENT"), ON OR BEFORE THE DATE THAT IS NINETY (90) DAYS AFTER
THE CLOSING DATE (THE "FILING DATE"), AND SHALL USE ITS REASONABLE BEST EFFORTS
TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE AS SOON AS PRACTICABLE
AFTER FILING, AND IN ANY EVENT NO LATER THAN ONE-HUNDRED TWENTY (120) DAYS AFTER
THE FILING DATE (THE "EFFECTIVENESS DATE"); PROVIDED, HOWEVER, THAT IF THE
COMPANY RECEIVES NOTIFICATION FROM THE COMMISSION THAT THE REGISTRATION
STATEMENT WILL RECEIVE NO ACTION OR REVIEW FROM THE COMMISSION, THEN THE COMPANY
WILL, SUBJECT TO ITS RIGHTS UNDER SECTION 2(C) BELOW, CAUSE THE REGISTRATION
STATEMENT TO BECOME EFFECTIVE WITHIN FIVE (5) BUSINESS DAYS AFTER SUCH
COMMISSION NOTIFICATION. NOTWITHSTANDING THE FOREGOING, IF FORM S-3 IS NOT
AVAILABLE FOR USE BY THE COMPANY, THEN THE COMPANY WILL FILE A REGISTRATION
STATEMENT ON SUCH FORM AS IS THEN AVAILABLE TO EFFECT A REGISTRATION OF THE
REGISTRABLE SECURITIES, SUBJECT TO THE CONSENT OF THE HOLDERS OF A MAJORITY OF
THE REGISTRABLE SECURITIES THEN OUTSTANDING, WHICH CONSENT WILL NOT BE
UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
(B)
THE COMPANY SHALL USE ITS REASONABLE BEST
EFFORTS TO MAINTAIN THE EFFECTIVENESS OF THE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT UNTIL THE EARLIEST OF:
(I) THE DATE THAT IS TWO (2) YEARS AFTER
THE CLOSING DATE; AND (II) THE DATE ON WHICH ALL OF THE REGISTRABLE SECURITIES
HAVE BEEN SOLD PURSUANT TO THE REGISTRATION STATEMENT OR NO LONGER CONSTITUTE
REGISTRABLE SECURITIES (THE "REGISTRATION PERIOD").
(C)
NOTWITHSTANDING THE FOREGOING, THE
COMPANY'S OBLIGATIONS UNDER SECTIONS 2(A) AND 2(B) TO FILE A REGISTRATION
STATEMENT, AND TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME AND REMAIN
EFFECTIVE, SHALL BE SUSPENDED, AT THE OPTION OF THE COMPANY, FOR A TOTAL OF NOT
MORE THAN NINETY (90) DAYS (AN "ALLOWED DELAY") IF THE COMPANY DETERMINES IN
GOOD FAITH THAT AN EVENT HAS OCCURRED OR A CONDITION EXISTS THAT RESULTS OR MAY
RESULT IN A MISSTATEMENT (AS DEFINED IN SECTION 10 BELOW).
SECTION 3.
DEMAND REGISTRATION.
(A)
IF, AT ANY TIME AFTER THE EFFECTIVENESS
DATE AND PRIOR TO THE EXPIRATION OF THE REGISTRATION PERIOD, A REGISTRATION
STATEMENT IS NOT EFFECTIVE WITH RESPECT TO ALL OF THE SHARES (EXCEPT BY REASON
OF AN ALLOWED DELAY), THE HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES
THEN OUTSTANDING (THE "MAJORITY HOLDERS") MAY REQUEST REGISTRATION UNDER THE
SECURITIES ACT OF ALL OR PART OF THEIR REGISTRABLE SECURITIES ("DEMAND
REGISTRATION") ON FORM S-3, IF AVAILABLE, OR, IF FORM S-3 IS NOT AVAILABLE FOR
THE DEMAND REGISTRATION, ON SUCH FORM AS MAY BE PRESCRIBED BY THE COMMISSION.
EACH REQUEST FOR A DEMAND REGISTRATION SHALL SPECIFY THE NUMBER OF REGISTRABLE
SECURITIES REQUESTED TO BE REGISTERED AND THE ANTICIPATED PER SHARE PRICE RANGE
FOR SUCH OFFERING.
WITHIN TEN (10) DAYS AFTER RECEIPT OF ANY REQUEST FOR A
DEMAND REGISTRATION, THE COMPANY WILL, SUBJECT TO THE OTHER PROVISIONS OF THIS
AGREEMENT, GIVE WRITTEN NOTICE OF SUCH REQUESTED REGISTRATION TO ALL OTHER
HOLDERS OF REGISTRABLE SECURITIES, IF ANY, AND, SUBJECT TO