BUSINESS
DAYS DURING ANY CONSECUTIVE TWELVE (12) MONTH PERIOD.
DURING THE SUSPENSION
PERIOD, THE INVESTORS SHALL NOT OFFER OR SELL ANY REGISTRABLE SHARES PURSUANT TO
OR IN RELIANCE UPON A REGISTRATION STATEMENT (OR THE PROSPECTUS RELATING
THERETO).
THE COMPANY AGREES THAT, AS PROMPTLY AS POSSIBLE, BUT IN NO EVENT
LATER THAN ONE (1) BUSINESS DAY, AFTER THE CONSUMMATION, ABANDONMENT OR PUBLIC
DISCLOSURE OF THE EVENT OR TRANSACTION THAT CAUSED THE COMPANY TO SUSPEND THE
USE OF OR DELAY THE FILING OF A REGISTRATION STATEMENT (AND THE PROSPECTUS
RELATING THERETO) PURSUANT TO THIS SECTION 2(B), THE COMPANY WILL AS PROMPTLY AS
POSSIBLE LIFT ANY SUSPENSION, PROVIDE THE INVESTORS WITH REVISED PROSPECTUSES,
IF REQUIRED, AND WILL NOTIFY THE INVESTORS OF THEIR ABILITY TO EFFECT OFFERS OR
SALES OF REGISTRABLE SHARES PURSUANT TO OR IN RELIANCE UPON THE REGISTRATION
STATEMENT.
(C)
IT SHALL BE A CONDITION PRECEDENT TO THE
OBLIGATIONS OF THE COMPANY TO REGISTER REGISTRABLE SHARES FOR THE ACCOUNT OF AN
INVESTOR PURSUANT TO THIS SECTION 2, SECTION 2A OR SECTION 3 THAT SUCH INVESTOR
FURNISH TO THE COMPANY SUCH INFORMATION REGARDING ITSELF, THE REGISTRABLE SHARES
HELD BY IT, AND THE METHOD OF DISPOSITION OF SUCH SECURITIES AS SHALL BE
REASONABLY REQUIRED TO EFFECT THE REGISTRATION OF SUCH INVESTOR'S REGISTRABLE
SHARES.
(D)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
TO THE CONTRARY, THE INVESTORS' SOLE REMEDY AT LAW (BUT WITHOUT LIMITING THE
AVAILABILITY OF EQUITABLE REMEDIES) FOR THE FAILURE OF THE COMPANY
3
to file the Mandatory Registration Statement as promptly as possible after the
date hereof, and in any event on or prior to the Mandatory Filing Date, or for
the failure of the Company to make effective the Mandatory Registration
Statement on or prior to the Mandatory Effective Date, shall be the vesting of
the Warrants as provided for therein.
2A.
MANDATORY REGISTRATION RIGHTS.
If, at any time during the Effectiveness Period, (i) any Registrable Shares are
not able to be resold pursuant to an effective Registration Statement and (ii)
the Company shall receive from any one or more Investors (including for this
purpose its or their Affiliates) who holds (or who together hold) at least
twenty-five percent (25%) of the then outstanding Registrable Shares a written
request or requests (a "DEMAND NOTICE") that the Company effect a registration
(a "DEMAND REGISTRATION "), with respect to all or a part of the Registrable
Shares owned by such Investor(s), then the Company will promptly (and in any
event within three (3) Business Days) give written notice of the proposed
registration and the Investor's or Investors' request therefor to all other
Investors, and use commercially reasonable efforts to effect such registration,
as soon as practicable and in any event within thirty (30) days, of all or such
portion of such Investors' Registrable Shares as are specified in such request,
together with all or such portion of the Registrable Shares of any other
Investor or Investors joining in such request as are specified in a written
request given by such other Investor or Investors