WHICH SHALL BE
THE AMOUNT OF OFFERED SECURITIES WHICH THE COMPANY ACTUALLY PROPOSES TO SELL,
AND (B) THE DENOMINATOR OF WHICH SHALL BE THE AMOUNT OF ALL OFFERED SECURITIES.
IN THE EVENT THAT ANY INVESTOR SO ELECTS TO REDUCE THE NUMBER OR AMOUNT OF
OFFERED SECURITIES SPECIFIED IN ITS NOTICE OF ACCEPTANCE, THE COMPANY MAY NOT
SELL OR OTHERWISE DISPOSE OF MORE THAN THE REDUCED AMOUNT OF THE OFFERED
SECURITIES UNTIL SUCH SECURITIES HAVE BEEN OFFERED TO THE INVESTORS IN
ACCORDANCE HEREWITH.
6.6.
CLOSING. UPON EACH CLOSING OF THE PURCHASE AND
SALE OF OFFERED SECURITIES, THE INVESTOR SHALL PURCHASE FROM THE COMPANY, AND
THE COMPANY SHALL SELL TO THE INVESTOR THE NUMBER OF OFFERED SECURITIES
SPECIFIED IN ITS NOTICE OF ACCEPTANCE, AS REDUCED PURSUANT TO SECTION 6.5 ABOVE
IF THE INVESTORS HAVE SO ELECTED, UPON THE TERMS AND CONDITIONS SPECIFIED IN THE
OFFER.
THE PURCHASE BY THE INVESTORS OF ANY OFFERED SECURITIES IS SUBJECT IN
ALL CASES TO THE PREPARATION, EXECUTION AND DELIVERY BY THE COMPANY AND THE
INVESTORS OF A PURCHASE AGREEMENT RELATING TO SUCH OFFERED SECURITIES ON THE
SAME TERMS AND CONDITIONS APPLICABLE TO OTHER PERSONS PURCHASING THE OFFERED
SECURITIES.
6.7.
FURTHER SALE. IN EACH CASE, ANY OFFERED
SECURITIES NOT PURCHASED BY THE INVESTORS OR OTHER PERSON OR PERSONS IN
ACCORDANCE HEREWITH MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE COMPANY
UNTIL THEY ARE AGAIN OFFERED TO THE INVESTORS UNDER THE PROCEDURES SPECIFIED
HEREIN.
7.
FURTHER AGREEMENTS.
7.1.
THE COMPANY SHALL NOTIFY THE INVESTOR PROMPTLY,
AND WILL, IF REQUESTED, CONFIRM SUCH NOTIFICATION IN WRITING, OF THE RECEIPT BY
THE COMPANY OF ANY NOTIFICATION WITH RESPECT TO ANY SUSPENSION OF THE
QUALIFICATION OF THE SHARES OR WARRANT SHARES FOR OFFER AND SALE IN ANY
JURISDICTION.
IF AT ANY TIME THE COMMISSION SHALL ISSUE ANY ORDER SUSPENDING
THE EFFECTIVENESS OF THE REGISTRATION STATEMENT IN CONNECTION WITH THE OFFERING
CONTEMPLATED HEREBY, THE COMPANY WILL MAKE EVERY REASONABLE EFFORT TO OBTAIN THE
WITHDRAWAL OF ANY SUCH ORDER AS SOON AS PRACTICABLE.
7.2.
THE COMPANY SHALL COMPLY WITH ALL THE
UNDERTAKINGS CONTAINED IN THE REGISTRATION STATEMENT.
7.3.
(A)
IN THE EVENT THAT, ON ANY DATE, THE
REGISTRATION STATEMENT IS UNAVAILABLE TO THE COMPANY FOR THE PURPOSE OF ISSUING
THE WARRANT SHARES TO THE INVESTOR UPON EXERCISE OF THE INVESTOR'S WARRANT (SUCH
DATE, A "REGISTRATION TRIGGER DATE"), THE COMPANY WILL PREPARE AND FILE WITH THE
COMMISSION, AS SOON AS PRACTICABLE FOLLOWING THE REGISTRATION TRIGGER DATE, BUT
IN NO
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event later than the thirtieth (30th) day following the Registration Trigger
Date (the "Filing Deadline"), a registration statement on Form S-3 (or, if the
Company is not then eligible to use Form S-3, on such other form as the Company
is then eligible to use) covering the resale of the Warrant Shares by the
Investor (the "Second Registration Statement"). In the event that the Company
files the Second Registration Statement on a form other than Form S-3, it shall
convert the Second Registration Statement to a Form S-3, or file a new