MORE UNDERWRITTEN OFFERINGS, BLOCK TRANSACTIONS, BROKER
TRANSACTIONS, AT-MARKET TRANSACTIONS AND IN SUCH OTHER MANNER OR MANNERS AS MAY
REASONABLY BE SPECIFIED BY THE REQUIRED HOLDERS.
THE COMPANY SHALL USE ITS
REASONABLE BEST EFFORTS TO KEEP SUCH REGISTRATION STATEMENT CONTINUOUSLY
EFFECTIVE (IN ACCORDANCE WITH THE LAST SENTENCE OF THE FIRST PARAGRAPH OF
SECTION 2(A)), AND IN FURTHERANCE OF SUCH OBLIGATION, SHALL SUPPLEMENT OR AMEND
SUCH REGISTRATION STATEMENT IF, AS AND WHEN REQUIRED BY THE RULES, REGULATIONS
AND INSTRUCTIONS APPLICABLE TO THE FORM USED BY THE COMPANY FOR SUCH
REGISTRATION OR BY THE SECURITIES ACT OR BY ANY OTHER RULES AND REGULATIONS
THEREUNDER APPLICABLE TO SHELF REGISTRATIONS.
(C)
BLACKOUT PERIODS.
(I)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IF AT
ANY TIME AFTER THE FILING OF THE REGISTRATION STATEMENT, THE COMPANY, BY WRITTEN
NOTICE TO THE HOLDERS (A "SUSPENSION NOTICE"), MAY DIRECT THE HOLDERS TO SUSPEND
SALES OF THE REGISTRABLE SECURITIES PURSUANT TO A REGISTRATION STATEMENT FOR
SUCH TIMES AS THE COMPANY REASONABLY MAY DETERMINE IS NECESSARY AND ADVISABLE
(BUT IN NO EVENT FOR MORE THAN (X) AN AGGREGATE OF NINETY (90) DAYS IN ANY
ROLLING TWELVE (12) MONTH PERIOD COMMENCING ON THE DATE OF THIS AGREEMENT OR
(Y) MORE THAN SIXTY (60) DAYS IN ANY ROLLING 90-DAY PERIOD), IF ANY OF THE
FOLLOWING EVENTS SHALL OCCUR:
(1) A MAJORITY OF THE BOARD OF DIRECTORS OF THE
COMPANY SHALL HAVE DETERMINED IN GOOD FAITH THAT (A) THE OFFER OR SALE OF ANY
REGISTRABLE SECURITIES WOULD MATERIALLY IMPEDE, DELAY OR INTERFERE WITH ANY
MATERIAL PROPOSED FINANCING, OFFER OR SALE OF SECURITIES, ACQUISITION, MERGER,
TENDER OFFER, BUSINESS COMBINATION, CORPORATE REORGANIZATION OR OTHER
SIGNIFICANT TRANSACTION INVOLVING THE COMPANY OR (B) AFTER THE ADVICE OF
COUNSEL, THE SALE OF REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION
STATEMENT WOULD REQUIRE DISCLOSURE OF NON-PUBLIC MATERIAL INFORMATION NOT
OTHERWISE REQUIRED TO BE DISCLOSED UNDER APPLICABLE LAW OR (2) A MAJORITY OF THE
BOARD OF DIRECTORS OF THE COMPANY SHALL HAVE DETERMINED IN GOOD FAITH, AFTER THE
ADVICE OF COUNSEL, THAT THE COMPANY IS REQUIRED BY LAW, RULE OR REGULATION TO
SUPPLEMENT THE REGISTRATION STATEMENT OR FILE A POST-EFFECTIVE AMENDMENT TO THE
REGISTRATION STATEMENT IN ORDER TO INCORPORATE INFORMATION INTO THE REGISTRATION
STATEMENT FOR THE PURPOSE OF (A) INCLUDING IN THE REGISTRATION STATEMENT ANY
PROSPECTUS REQUIRED UNDER SECTION 10(A)(3) OF THE SECURITIES ACT; (B) REFLECTING
IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ANY FACTS OR EVENTS
ARISING AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (OR OF THE MOST
RECENT POST-EFFECTIVE AMENDMENT) THAT, INDIVIDUALLY OR IN THE AGGREGATE,
REPRESENTS A FUNDAMENTAL CHANGE IN THE INFORMATION SET FORTH THEREIN; OR
(C) INCLUDING IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ANY
MATERIAL INFORMATION WITH RESPECT TO THE PLAN OF DISTRIBUTION NOT DISCLOSED IN
THE REGISTRATION STATEMENT OR ANY MATERIAL CHANGE TO SUCH INFORMATION.
ANY
PERIOD IN WHICH THE USE OF THE REGISTRATION STATEMENT HAS BEEN SUSPENDED IN
ACCORDANCE WITH THIS SECTION 2(C) IS SOMETIMES REFERRED TO HEREIN AS A "BLACKOUT
PERIOD."
UPON THE OCCURRENCE OF ANY SUCH SUSPENSION, THE COMPANY