PM EASTERN TIME ON A
TRADING DAY.
THE COMPANY SHALL IMMEDIATELY NOTIFY THE HOLDERS VIA 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 AM EASTERN TIME ON THE TRADING DAY AFTER THE EFFECTIVE
DATE (AS DEFINED IN THE PURCHASE AGREEMENT), FILE A RULE 424(B) PROSPECTUS WITH
THE COMMISSION.
(B)
IF: (I) THE REGISTRATION STATEMENT IS NOT FILED ON OR PRIOR TO THE
FILING DATE (IF THE COMPANY FILES THE REGISTRATION STATEMENT WITHOUT AFFORDING
THE HOLDERS THE OPPORTUNITY TO REVIEW AND COMMENT ON THE SAME AS REQUIRED BY
SECTION 3(A), THE COMPANY SHALL NOT BE DEEMED TO HAVE SATISFIED THIS CLAUSE
(I)); OR (II) THE REGISTRATION STATEMENT IS NOT DECLARED EFFECTIVE BY THE
COMMISSION ON OR BEFORE THE EFFECTIVENESS DATE OR (III) 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 NOT PERMITTED TO UTILIZE THE PROSPECTUS THEREIN TO
RESELL SUCH REGISTRABLE SECURITIES FOR 30 CONSECUTIVE CALENDAR DAYS OR FOR MORE
THAN AN AGGREGATE OF 90 CALENDAR DAYS DURING ANY 12-MONTH PERIOD (WHICH NEED NOT
BE CONSECUTIVE TRADING DAYS) (ANY SUCH FAILURE OR BREACH BEING REFERRED TO AS AN
"EVENT," AND FOR PURPOSES OF CLAUSE (I) OR (II) THE DATE ON WHICH SUCH BREACH
BEING OCCURS, FOR PURPOSES OF CLAUSE (III) THE DATE ON WHICH SUCH 30 OR 90
CALENDAR DAY PERIOD, AS APPLICABLE, IS EXCEEDED, BEING REFERRED TO AS AN "EVENT
DATE"), THEN IN ADDITION TO ANY OTHER RIGHTS THE HOLDERS MAY HAVE HEREUNDER OR
UNDER APPLICABLE LAW: (X) 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 SUCH DATE) UNTIL THE APPLICABLE EVENT IS CURED, THE COMPANY SHALL PAY
TO EACH HOLDER AN AMOUNT IN CASH, AS LIQUIDATED DAMAGES AND NOT AS A PENALTY,
EQUAL TO 0.5% OF THE AGGREGATE PURCHASE PRICE PAID BY SUCH HOLDER PURSUANT TO
THE PURCHASE AGREEMENT FOR ANY REGISTRABLE SECURITIES THEN HELD BY SUCH HOLDER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO HOLDER SHALL BE
ENTITLED TO BE INCLUDED IN THE REGISTRATION STATEMENT OR RECEIVE LIQUIDATED
DAMAGES UNLESS SUCH HOLDER HAS
3
PROVIDED SUCH INFORMATION TO THE COMPANY AS THE COMPANY SHALL HAVE REASONABLY
REQUESTED IN CONNECTION WITH SUCH REGISTRATION STATEMENT.
3.
REGISTRATION PROCEDURES
In connection with the Company's registration obligations hereunder, the Company
shall:
(A)
NOT LESS THAN THREE (3) BUSINESS DAYS PRIOR TO THE FILING OF THE
REGISTRATION STATEMENT OR ANY RELATED PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT
THERETO, (I) FURNISH TO THE HOLDERS COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE
FILED (INCLUDING DOCUMENTS INCORPORATED OR DEEMED INCORPORATED BY REFERENCE TO
THE EXTENT REQUESTED BY SUCH PERSON) WHICH DOCUMENTS WILL BE SUBJECT TO THE
REVIEW OF SUCH HOLDERS, AND