BE SOLD BY INVESTOR UNDER RULE 144 WITHOUT BEING SUBJECT TO ANY
VOLUME RESTRICTIONS, OR (IV) THE SECOND ANNIVERSARY OF THE LAST DATE ON WHICH
WARRANT SHARES ARE PURCHASED FOR CASH UNDER ANY THEN OUTSTANDING PORTION OF THE
WARRANT.
2.4
ELIGIBILITY TO USE FORM S-3.
THE COMPANY REPRESENTS AND WARRANTS
THAT IT MEETS THE REQUIREMENTS FOR THE USE OF FORM S-3 FOR REGISTRATION OF THE
SALE BY THE INVESTOR OF THE REGISTRABLE SECURITIES.
THE COMPANY WILL FILE ALL
REPORTS REQUIRED TO 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.
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 THE 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
4
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.
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