MADE.
THE REGISTRATION STATEMENT SHALL BE ON FORM S-3 AND
SHALL CONTAIN (EXCEPT IF OTHERWISE DIRECTED BY THE PURCHASERS) THE "PLAN OF
DISTRIBUTION", SUBSTANTIALLY AS ATTACHED HERETO AS EXHIBIT F.
IN THE EVENT THE
FORM S-3 IS NOT AVAILABLE FOR THE REGISTRATION OF THE RESALE OF REGISTRABLE
SECURITIES HEREUNDER, THE COMPANY SHALL (I) REGISTER THE RESALE OF THE
REGISTRABLE SECURITIES ON ANOTHER APPROPRIATE FORM IN ACCORDANCE HEREWITH AS THE
PURCHASERS MAY CONSENT AND (II) ATTEMPT TO REGISTER THE REGISTRABLE SECURITIES
ON FORM S-3 AS SOON AS SUCH FORM IS AVAILABLE, PROVIDED THAT THE COMPANY SHALL
MAINTAIN THE EFFECTIVENESS OF THE REGISTRATION STATEMENTS THEN IN EFFECT UNTIL
SUCH TIME AS A REGISTRATION STATEMENT ON FORM S-3 COVERING THE REGISTRABLE
SECURITIES HAS BEEN DECLARED EFFECTIVE BY THE COMMISSION.
(B)
THE COMPANY SHALL USE ITS BEST EFFORTS TO CAUSE THE REGISTRATION STATEMENT
TO BE DECLARED EFFECTIVE BY THE COMMISSION AS PROMPTLY AS POSSIBLE AFTER THE
FILING THEREOF, BUT IN ANY EVENT PRIOR TO THE REQUIRED EFFECTIVENESS DATE, AND
SHALL USE ITS BEST EFFORTS TO KEEP THE REGISTRATION STATEMENT CONTINUOUSLY
EFFECTIVE UNDER THE SECURITIES ACT UNTIL THE EARLIER OF (I) THE FIFTH
ANNIVERSARY OF THE EFFECTIVE DATE, (II) THE DATE WHEN ALL REGISTRABLE SECURITIES
COVERED BY SUCH REGISTRATION STATEMENT HAVE BEEN SOLD PUBLICLY, OR (III) THE
DATE ON WHICH THE REGISTRABLE
28
Securities are eligible for sale without registration pursuant to subparagraph
(k) of Rule 144 (the "Effectiveness Period").
(C)
THE COMPANY SHALL NOTIFY EACH PURCHASER IN WRITING PROMPTLY (AND IN ANY
EVENT WITHIN ONE BUSINESS DAY) AFTER RECEIVING NOTIFICATION FROM THE COMMISSION
THAT THE REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE.
(D)
IF: (I) ANY REGISTRATION STATEMENT IS NOT FILED ON OR PRIOR TO THE FILING
DATE (IF THE COMPANY FILES SUCH REGISTRATION STATEMENT WITHOUT AFFORDING THE
PURCHASERS THE OPPORTUNITY TO REVIEW AND COMMENT ON THE SAME AS REQUIRED BY
SECTION 6.2(A) HEREOF, THE COMPANY SHALL NOT BE DEEMED TO HAVE SATISFIED THIS
CLAUSE (I)), OR (II) THE COMPANY FAILS TO FILE WITH THE COMMISSION A REQUEST FOR
ACCELERATION IN ACCORDANCE WITH RULE 461 PROMULGATED UNDER THE SECURITIES ACT,
WITHIN FIVE TRADING DAYS AFTER THE DATE THAT THE COMPANY IS NOTIFIED (ORALLY OR
IN WRITING, WHICHEVER IS EARLIER) BY THE COMMISSION THAT A REGISTRATION
STATEMENT WILL NOT BE "REVIEWED," OR WILL NOT BE SUBJECT TO FURTHER REVIEW, OR
(III) THE COMPANY FAILS TO RESPOND TO ANY COMMENTS MADE BY THE COMMISSION WITHIN
10 DAYS AFTER THE RECEIPT OF SUCH COMMENTS, OR (IV) A REGISTRATION STATEMENT
FILED HEREUNDER IS NOT DECLARED EFFECTIVE BY THE COMMISSION BY THE REQUIRED
EFFECTIVENESS DATE, OR (V) AFTER A REGISTRATION STATEMENT IS FILED WITH AND
DECLARED EFFECTIVE BY THE COMMISSION, AND PRIOR TO THE EXPIRATION OF THE
EFFECTIVENESS PERIOD, SUCH REGISTRATION STATEMENT CEASES TO BE CONTINUOUSLY
EFFECTIVE AS TO ALL REGISTRABLE SECURITIES TO WHICH IT IS REQUIRED TO RELATE AT
ANY TIME PRIOR TO THE EXPIRATION OF THE EFFECTIVENESS PERIOD WITHOUT BEING
SUCCEEDED WITHIN 10 TRADING DAYS BY AN AMENDMENT TO SUCH REGISTRATION STATEMENT
OR BY A SUBSEQUENT REGISTRATION