OMISSION, AND WILL DELIVER A NUMBER OF COPIES OF SUCH SUPPLEMENT OR
AMENDMENT TO THE PURCHASERS AS THEY MAY REASONABLY REQUEST.
(B)
NOTWITHSTANDING THE OBLIGATIONS UNDER
SECTION 6.08(A), IF IN THE GOOD FAITH JUDGMENT OF THE COMPANY, FOLLOWING
CONSULTATION WITH LEGAL COUNSEL, IT WOULD BE DETRIMENTAL TO THE COMPANY AND ITS
STOCKHOLDERS FOR RESALES OF REGISTRABLE SECURITIES TO BE MADE PURSUANT TO THE
REGISTRATION STATEMENT DUE TO THE EXISTENCE OF A MATERIAL DEVELOPMENT OR
POTENTIAL MATERIAL DEVELOPMENT INVOLVING THE COMPANY WHICH THE COMPANY WOULD BE
OBLIGATED TO DISCLOSE IN THE REGISTRATION STATEMENT, BUT WHICH DISCLOSURE WOULD
BE PREMATURE OR OTHERWISE INADVISABLE AT SUCH TIME OR WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT UPON THE COMPANY AND ITS
STOCKHOLDERS, THE COMPANY WILL HAVE THE RIGHT TO SUSPEND THE USE OF THE
REGISTRATION STATEMENT FOR A PERIOD OF NOT MORE THAN FORTY-FIVE (45) DAYS;
PROVIDED, HOWEVER, THAT THE COMPANY MAY SO DEFER OR SUSPEND THE USE OF THE
REGISTRATION STATEMENT NO MORE THAN ONE TIME IN ANY TWELVE-MONTH PERIOD.
(C)
SUBJECT TO THE COMPANY'S RIGHTS UNDER THIS
ARTICLE VI, THE COMPANY WILL USE ITS REASONABLE BEST EFFORTS TO PREVENT THE
ISSUANCE OF ANY STOP ORDER OR OTHER SUSPENSION OF EFFECTIVENESS OF A
REGISTRATION STATEMENT AND, IF SUCH AN ORDER IS ISSUED, WILL USE ITS BEST
EFFORTS TO OBTAIN THE WITHDRAWAL OF SUCH ORDER AT THE EARLIEST POSSIBLE TIME AND
TO NOTIFY THE PURCHASERS OF THE ISSUANCE OF SUCH ORDER AND THE RESOLUTION
THEREOF.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, IF THE USE OF THE REGISTRATION STATEMENT IS
SUSPENDED BY THE COMPANY, THE COMPANY WILL PROMPTLY (BUT IN NO EVENT MORE THAN
TWO BUSINESS DAYS) GIVE NOTICE OF THE SUSPENSION TO THE PURCHASERS, AND WILL
PROMPTLY (BUT IN NO EVENT MORE THAN TWO BUSINESS DAYS) NOTIFY THE PURCHASERS AS
SOON AS THE USE OF THE REGISTRATION STATEMENT MAY BE RESUMED.
SECTION 6.09.
TRANSFER AGENT; REGISTRAR. THE
COMPANY WILL PROVIDE A TRANSFER AGENT AND REGISTRAR, WHICH MAY BE A SINGLE
ENTITY, FOR THE REGISTRABLE SECURITIES NOT LATER THAN THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT.
SECTION 6.10.
SHARE CERTIFICATES. THE COMPANY
WILL COOPERATE WITH THE PURCHASERS AND WITH THE MANAGING UNDERWRITER(S), IF ANY,
TO FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES (NOT BEARING
ANY RESTRICTIVE LEGENDS) REPRESENTING REGISTRABLE SECURITIES TO BE OFFERED
PURSUANT TO A REGISTRATION STATEMENT AND WILL ENABLE SUCH CERTIFICATES TO BE IN
SUCH DENOMINATIONS OR AMOUNTS AS THE CASE MAY BE, AND REGISTERED IN SUCH NAMES
AS THE PURCHASERS OR THE MANAGING UNDERWRITER(S), IF ANY, MAY REASONABLY
REQUEST.
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SECTION 6.11.
PLAN OF DISTRIBUTION. AT THE
REASONABLE REQUEST OF THE PURCHASERS, THE COMPANY WILL PROMPTLY PREPARE AND FILE
WITH THE SEC SUCH AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) AND
SUPPLEMENTS TO THE REGISTRATION STATEMENT, AND THE PROSPECTUS USED IN CONNECTION
WITH THE REGISTRATION STATEMENT, AS MAY BE NECESSARY IN ORDER TO CHANGE THE PLAN
OF DISTRIBUTION SET FORTH IN SUCH REGISTRATION STATEMENT.
SECTION 6.12.
SECURITIES LAWS COMPLIANCE. THE
COMPANY WILL COMPLY WITH ALL APPLICABLE