BE FILED BY THE COMPANY WITH THE
SEC IN A TIMELY MANNER SO AS TO PRESERVE ITS ELIGIBILITY FOR THE USE OF
FORM S-3.
2.5
SALES BY THE COMPANY.
IN NO EVENT WILL THE
COMPANY SELL SHARES OF COMMON STOCK FOR ITS OWN ACCOUNT PURSUANT TO A
REGISTRATION STATEMENT DECLARED EFFECTIVE BY THE SEC PRIOR TO THE DATE THAT THE
REGISTRATION STATEMENT REGISTERING ALL OF THE REGISTRABLE SECURITIES, OTHER THAN
THE CONTINGENT WARRANT SHARES, HAS BEEN DECLARED EFFECTIVE BY THE SEC.
ARTICLE III
ADDITIONAL OBLIGATIONS OF THE COMPANY
3.1
CONTINUED EFFECTIVENESS OF REGISTRATION
STATEMENT.
SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 3.6, THE COMPANY
WILL KEEP EACH REGISTRATION STATEMENT COVERING THE REGISTRABLE SECURITIES
EFFECTIVE UNDER RULE 415 AT ALL TIMES DURING THE REGISTRATION PERIOD.
IN THE
EVENT THAT THE NUMBER OF SHARES AVAILABLE UNDER A REGISTRATION STATEMENT FILED
PURSUANT TO THIS AGREEMENT IS INSUFFICIENT TO COVER ALL OF THE REGISTRABLE
SECURITIES ISSUED, THE COMPANY WILL (IF PERMITTED) AMEND THE REGISTRATION
STATEMENT OR FILE A NEW REGISTRATION STATEMENT (ON THE SHORT FORM AVAILABLE
THEREFOR, IF APPLICABLE), OR BOTH, SO AS TO COVER ALL OF THE REGISTRABLE
SECURITIES.
THE COMPANY WILL FILE SUCH AMENDMENT OR NEW REGISTRATION STATEMENT
AS SOON AS PRACTICABLE, BUT IN NO EVENT LATER THAN 20 BUSINESS DAYS AFTER THE
NECESSITY THEREFOR ARISES (BASED UPON THE MARKET PRICE OF THE COMMON STOCK AND
OTHER RELEVANT FACTORS ON WHICH THE COMPANY REASONABLY ELECTS TO RELY).
THE
COMPANY WILL USE ITS BEST EFFORTS TO CAUSE SUCH AMENDMENT OR NEW REGISTRATION
STATEMENT TO BECOME EFFECTIVE AS SOON AS IS PRACTICABLE AFTER THE FILING
THEREOF, BUT IN NO EVENT LATER THAN 90 DAYS AFTER THE DATE ON WHICH THE COMPANY
REASONABLY FIRST DETERMINES THE NEED THEREFOR.
4
3.2
ACCURACY OF REGISTRATION STATEMENT.
ANY
REGISTRATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND
PROSPECTUSES CONTAINED THEREIN) FILED BY THE COMPANY COVERING REGISTRABLE
SECURITIES WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN, OR NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT
MISLEADING.
THE COMPANY WILL PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS
(INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO THE REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH THE REGISTRATION STATEMENT
AS MAY BE NECESSARY TO PERMIT SALES PURSUANT TO THE REGISTRATION STATEMENT AT
ALL TIMES DURING THE REGISTRATION PERIOD, AND, DURING SUCH PERIOD, WILL COMPLY
WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL
REGISTRABLE SECURITIES OF THE COMPANY COVERED BY THE REGISTRATION STATEMENT
UNTIL THE TERMINATION OF THE REGISTRATION PERIOD, OR IF EARLIER, UNTIL SUCH TIME
AS ALL OF SUCH REGISTRABLE SECURITIES HAVE BEEN DISPOSED OF IN ACCORDANCE WITH
THE INTENDED METHODS OF DISPOSITION BY THE SELLER OR SELLERS THEREOF AS SET
FORTH IN THE REGISTRATION STATEMENT.
3.3
FURNISHING DOCUMENTATION.
THE COMPANY WILL
FURNISH TO EACH INVESTOR WHOSE REGISTRABLE SECURITIES ARE INCLUDED IN A
REGISTRATION STATEMENT, OR TO ITS LEGAL COUNSEL, (A)