UNDER THE 1933 ACT (OR A SUCCESSOR RULE THERETO) (COLLECTIVELY,
"RULE 144"), (II) ANY SALE OF THE COMMON SHARES MADE IN RELIANCE ON RULE 144 MAY
BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF RULE 144 AND FURTHER, IF RULE 144
IS NOT APPLICABLE, ANY RESALE OF THE COMMON SHARES UNDER CIRCUMSTANCES IN WHICH
THE SELLER (OR THE PERSON THROUGH WHOM THE SALE IS MADE) MAY BE DEEMED TO BE AN
UNDERWRITER (AS THAT TERM IS DEFINED IN THE 1933 ACT) MAY REQUIRE COMPLIANCE
WITH SOME OTHER EXEMPTION UNDER THE 1933 ACT OR THE RULES AND REGULATIONS OF THE
3
SEC THEREUNDER, AND (III) NEITHER THE COMPANY NOR ANY OTHER PERSON IS UNDER ANY
OBLIGATION TO REGISTER THE COMMON SHARES UNDER THE 1933 ACT OR ANY STATE
SECURITIES LAWS OR TO COMPLY WITH THE TERMS AND CONDITIONS OF ANY EXEMPTION
THEREUNDER. NOTWITHSTANDING THE FOREGOING, THE COMMON SHARES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE COMMON SHARES AND SUCH PLEDGE OF COMMON SHARES SHALL
NOT BE DEEMED TO BE A TRANSFER, SALE OR ASSIGNMENT OF THE COMMON SHARES
HEREUNDER, AND TO THE EXTENT THE BUYER EFFECTS A PLEDGE OF COMMON SHARES, IT
SHALL NOT BE REQUIRED TO PROVIDE THE COMPANY WITH ANY NOTICE THEREOF OR
OTHERWISE MAKE ANY DELIVERY TO THE COMPANY PURSUANT TO THIS AGREEMENT OR ANY
OTHER TRANSACTION DOCUMENT (AS DEFINED BELOW), INCLUDING, WITHOUT LIMITATION,
THIS SECTION 2(F).
(G)
LEGENDS. THE BUYER UNDERSTANDS THAT, UNTIL SUCH TIME AS THE
RESALE OF THE COMMON SHARES HAS BEEN REGISTERED UNDER THE 1933 ACT AS
CONTEMPLATED BY THE REGISTRATION RIGHTS AGREEMENT, THE CERTIFICATES OR OTHER
INSTRUMENTS REPRESENTING THE COMMON SHARES, EXCEPT AS SET FORTH BELOW, SHALL
BEAR ANY LEGEND AS REQUIRED BY THE "BLUE SKY" LAWS OF ANY STATE AND A
RESTRICTIVE LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND ALL APPLICABLE REGISTRATIONS THAT MAY BE
REQUIRED BY APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL, IN A
FORM GENERALLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS.
NOTWITHSTANDING THE
FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
The legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of the Common Shares upon which it
is stamped or issue to such holder by electronic delivery at the applicable
balance account at The Depository Trust Company ("DTC"), if, unless