OR ANY DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE, SO THAT, IN THE
CASE OF THE REGISTRATION STATEMENT, IT 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 NOT MISLEADING, AND THAT IN THE CASE
OF THE PROSPECTUS, IT WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT
OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN
THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING, THEN
THE COMPANY WILL DELIVER A NOTICE IN WRITING TO THE PURCHASERS (THE "SUSPENSION
NOTICE") TO THE EFFECT OF THE FOREGOING AND, UPON RECEIPT OF SUCH SUSPENSION
NOTICE, THE PURCHASERS WILL REFRAIN FROM SELLING ANY COMMON STOCK PURSUANT TO
THE REGISTRATION STATEMENT (A "SUSPENSION") UNTIL THE PURCHASERS' RECEIPT OF
COPIES OF A SUPPLEMENTED OR AMENDED PROSPECTUS PREPARED AND FILED BY THE
COMPANY, OR UNTIL IT IS ADVISED IN WRITING BY THE COMPANY THAT THE CURRENT
PROSPECTUS MAY BE USED.
IN THE EVENT OF ANY SUSPENSION, THE COMPANY WILL USE
ITS COMMERCIALLY REASONABLE EFFORTS, CONSISTENT WITH THE BEST INTERESTS OF THE
COMPANY AND ITS SHAREHOLDERS, TO CAUSE THE USE OF THE PROSPECTUS SO SUSPENDED TO
BE RESUMED AS SOON AS REASONABLY PRACTICABLE AFTER THE DELIVERY OF A SUSPENSION
NOTICE TO THE PURCHASERS.
1.2.4
NOTWITHSTANDING CLAUSE 1.2.3, THE COMPANY MAY ON TWO OCCASIONS ONLY
SUSPEND SALES PURSUANT TO THE REGISTRATION STATEMENT FOR A PERIOD OF UP TO
THIRTY (30) DAYS IF THE COMPANY FURNISHES TO THE HOLDERS OF THE COMMON STOCK A
CERTIFICATE SIGNED BY THE COMPANY'S CHIEF EXECUTIVE OFFICER STATING THAT IN THE
GOOD FAITH JUDGMENT OF THE COMPANY'S BOARD OF DIRECTORS, (I) THE OFFERING WOULD
INTERFERE IN ANY MATERIAL RESPECT WITH ANY ACQUISITION, CORPORATE REORGANIZATION
OR OTHER MATERIAL TRANSACTION UNDER CONSIDERATION BY THE COMPANY OR (II) THERE
IS SOME OTHER MATERIAL DEVELOPMENT RELATING TO THE CONDITION (FINANCIAL OR
OTHER) OF THE COMPANY THAT HAS NOT BEEN DISCLOSED TO THE GENERAL PUBLIC AND AS
TO WHICH IT IS IN THE COMPANY'S BEST INTERESTS NOT TO DISCLOSE SUCH DEVELOPMENT;
BUT THE COMPANY MAY NOT SO SUSPEND SALES MORE THAN TWICE IN ANY CALENDAR YEAR
WITHOUT THE WRITTEN CONSENT OF THE COLLATERAL AGENT.
6
1.2.5
IN THE EVENT OF A SALE OF COMMON STOCK BY ANY PURCHASER UNDER THE
REGISTRATION STATEMENT, SUCH PURCHASER MUST ALSO DELIVER TO THE COMPANY'S
TRANSFER AGENT, WITH A COPY TO THE COMPANY, A CERTIFICATE OF SUBSEQUENT SALE
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT A, SO THAT THE COMMON STOCK
MAY BE PROPERLY TRANSFERRED.
SECTION 1.3
INDEMNIFICATION.
FOR THE PURPOSE OF THIS SECTION 1.3,
THE TERM "REGISTRATION STATEMENT" WILL INCLUDE ANY PRELIMINARY OR FINAL
PROSPECTUS, EXHIBIT, SUPPLEMENT OR AMENDMENT INCLUDED IN OR RELATING TO THE
REGISTRATION STATEMENT AND THE TERM "RULES AND REGULATIONS" MEANS THE RULES AND
REGULATIONS PROMULGATED UNDER THE SECURITIES ACT.
1.3.1
INDEMNIFICATION BY THE COMPANY.
THE COMPANY WILL INDEMNIFY AND HOLD
HARMLESS THE PURCHASERS AND