PURCHASERS UNDER THIS SECTION 6.1(D);
(II)
AFTER THE EFFECTIVE DATE, A PURCHASER IS
NOT PERMITTED TO SELL REGISTRABLE SECURITIES UNDER THE REGISTRATION STATEMENT
(OR A SUBSEQUENT REGISTRATION STATEMENT FILED IN REPLACEMENT THEREOF) FOR ANY
REASON FOR FIVE OR MORE TRADING DAYS (WHETHER OR NOT CONSECUTIVE);
18
(III)
AFTER THE EFFECTIVE DATE, ANY REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT ARE NOT LISTED ON AN ELIGIBLE
MARKET OR THE NASDAQ OTC BULLETIN BOARD;
(IV)
THE COMPANY FAILS FOR ANY REASON TO DELIVER A
CERTIFICATE EVIDENCING ANY SECURITIES TO A PURCHASER WITHIN FIVE TRADING DAYS
AFTER DELIVERY OF SUCH CERTIFICATE IS REQUIRED PURSUANT TO ANY TRANSACTION
DOCUMENT, UNLESS SUCH FAILURE IS DUE TO THE TRANSFER AGENT'S FAILURE TO COMPLY
WITH TIMELY GIVEN INSTRUCTIONS BY THE COMPANY; OR
(V)
THE COMPANY FAILS TO HAVE AVAILABLE A
SUFFICIENT NUMBER OF AUTHORIZED BUT UNISSUED AND OTHERWISE UNRESERVED ORDINARY
SHARES AVAILABLE TO ISSUE UNDERLYING SHARES UPON ANY EXERCISE OF THE ADDITIONAL
INVESTMENT RIGHTS OR THE WARRANTS.
(E)
[RESERVED]
(F)
THE COMPANY SHALL NOT, PRIOR TO THE
EFFECTIVE DATE OF THE REGISTRATION STATEMENT, PREPARE AND FILE WITH THE
COMMISSION A REGISTRATION STATEMENT RELATING TO AN OFFERING FOR ITS OWN ACCOUNT
OR THE ACCOUNT OF OTHERS UNDER THE SECURITIES ACT OF ANY OF ITS EQUITY
SECURITIES, EXCEPT WITH RESPECT TO EXCLUDED STOCK.
(G)
IN THE EVENT THAT THE INITIAL REGISTRATION
STATEMENT DOES NOT INCLUDE ALL REGISTRABLE SECURITIES, THEN THE COMPANY SHALL
FILE AN ADDITIONAL REGISTRATION STATEMENT ON THE FILING DATE COVERING SUCH
REGISTRABLE SECURITIES.
THE COMPANY SHALL CAUSE SUCH ADDITIONAL REGISTRATION
STATEMENT TO BE EFFECTIVE ON OR PRIOR TO THE REQUIRED EFFECTIVENESS DATE.
(H)
NOTWITHSTANDING ANY PROVISION IN THIS
AGREEMENT TO THE CONTRARY, FOLLOWING THE 30TH TRADING DAY FOLLOWING THE
EFFECTIVE DATE, THE COMPANY'S OBLIGATIONS HEREUNDER TO KEEP A REGISTRATION
STATEMENT CONTINUOUSLY IN EFFECT UNDER THE SECURITIES ACT SHALL BE SUSPENDED (A
"GRACE PERIOD") IF, IN THE GOOD FAITH JUDGMENT OF THE COMPANY'S BOARD OF
DIRECTORS, IT IS ADVISABLE TO SUSPEND THE USE OF THE PROSPECTUS INCLUDED THEREIN
FOR A DISCRETE PERIOD OF TIME DUE TO PENDING MATERIAL CORPORATE DEVELOPMENTS OR
SIMILAR MATERIAL EVENTS THAT HAVE NOT YET BEEN PUBLICLY DISCLOSED AND AS TO
WHICH THE COMPANY BELIEVES THAT PUBLIC DISCLOSURE WOULD BE PREJUDICIAL TO THE
COMPANY OR ITS STOCKHOLDERS; PROVIDED, THAT THE REGISTRATION STATEMENT SHALL BE
SUSPENDED FOR A TOTAL OF NO MORE THAN TWO TIMES OR FOR A PERIOD OF MORE THAN
TWENTY (20) DAYS IN ANY TWELVE (12) MONTH PERIOD. THE PROVISIONS OF THIS
SECTION 6.1(D) SHALL NOT BE APPLICABLE DURING AND SHALL BE TOLLED AS A RESULT OF
ANY GRACE PERIOD. IMMEDIATELY AFTER THE END OF ANY GRACE PERIOD UNDER THIS
SECTION 6.1(H), THE COMPANY SHALL TAKE ALL ACTIONS THAT MAY BE REASONABLY
NECESSARY (INCLUDING FILING ANY REQUIRED SUPPLEMENTAL PROSPECTUS) TO RESTORE THE
EFFECTIVENESS OF THE APPLICABLE REGISTRATION STATEMENT AND THE ABILITY OF THE
PURCHASERS TO PUBLICLY RESELL THEIR REGISTRABLE SECURITIES PURSUANT TO SUCH
EFFECTIVE REGISTRATION STATEMENT.
6.2
REGISTRATION PROCEDURES.
(I)
IN CONNECTION WITH THE COMPANY'S REGISTRATION
OBLIGATIONS HEREUNDER, THE COMPANY SHALL:
(A)