UNTIL THE PURCHASER'S RECEIPT OF THE COPIES OF THE
SUPPLEMENTED OR AMENDED PROSPECTUS AND/OR
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AMENDED REGISTRATION STATEMENT, OR UNTIL THE PURCHASER'S RECEIPT OF THE ADVICE,
AND, IN EITHER CASE, HAS RECEIVED COPIES OF ANY ADDITIONAL OR SUPPLEMENTAL
FILINGS THAT ARE INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE IN SUCH
PROSPECTUS OR REGISTRATION STATEMENT.
THE COMPANY MAY PROVIDE APPROPRIATE STOP
ORDERS TO ENFORCE THE PROVISIONS OF THIS PARAGRAPH.
(II)
NOTWITHSTANDING THE FOREGOING, THE COMPANY MAY SUSPEND THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT BY WRITTEN NOTICE TO THE PURCHASER
FOR A PERIOD NOT TO EXCEED AN AGGREGATE OF 30 DAYS IN ANY 90-DAY PERIOD (EACH
SUCH PERIOD A "SUSPENSION PERIOD") IF:
(1) AN EVENT OCCURS AND IS CONTINUING AS A RESULT OF WHICH THE REGISTRATION
STATEMENT, THE PROSPECTUS, ANY AMENDMENT OR SUPPLEMENT THERETO, OR ANY DOCUMENT
INCORPORATED BY REFERENCE THEREIN WOULD, IN THE COMPANY'S REASONABLE JUDGMENT,
CONTAIN AN 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
(2) THE COMPANY DETERMINES IN GOOD FAITH THAT THE DISCLOSURE OF SUCH EVENT AT
SUCH TIME WOULD BE SERIOUSLY DETRIMENTAL TO THE COMPANY AND ITS SUBSIDIARIES;
PROVIDED THAT, IN THE EVENT THE DISCLOSURE RELATES TO A PREVIOUSLY UNDISCLOSED
PROPOSED OR PENDING MATERIAL BUSINESS TRANSACTION, THE DISCLOSURE OF WHICH THE
BOARD OF DIRECTORS OF THE COMPANY DETERMINES IN GOOD FAITH WOULD BE REASONABLY
LIKELY TO IMPEDE THE COMPANY'S ABILITY TO CONSUMMATE SUCH TRANSACTION, THE
COMPANY MAY EXTEND A SUSPENSION PERIOD FROM 30 DAYS TO 45 DAYS; PROVIDED,
HOWEVER, THAT SUSPENSION PERIODS SHALL NOT (I) EXCEED AN AGGREGATE OF 90 DAYS IN
ANY 360-DAY PERIOD AND (II) OCCUR MORE THAN THREE SEPARATE TIMES IN ANY 360-DAY
PERIOD.
THE COMPANY SHALL NOT BE REQUIRED TO SPECIFY IN THE WRITTEN NOTICE TO
THE PURCHASER THE NATURE OF THE EVENT GIVING RISE TO THE SUSPENSION PERIOD.
(III)
DURING THE OCCURRENCE OF ANY SUSPENSION PERIOD, THE COMPANY SHALL
USE ITS COMMERCIALLY REASONABLE EFFORTS TO PROMPTLY AMEND OR SUPPLEMENT THE
REGISTRATION STATEMENT ON A POST-EFFECTIVE BASIS OR TO TAKE SUCH ACTION AS IS
NECESSARY TO PERMIT RESUMED USE OF THE REGISTRATION STATEMENT AS SOON AS
POSSIBLE.
(iv)
Notwithstanding any provision herein to the contrary, if the
Company shall give notice of a Suspension Period pursuant to
Section 6(c)(ii) with respect to any Registration Statement, the Company agrees
that it shall extend the Effectiveness Period by the number of days during the
period from the date of the giving of notice of a Suspension Period to and
including the date when the Company provides written notice that the Suspension
Period has ended and copies of the supplemented or amended Prospectus necessary
to resume sales, with respect to each Suspension Period.
(D)
PIGGY-BACK REGISTRATIONS.
IF AT ANY TIME DURING THE EFFECTIVENESS
PERIOD THERE IS NOT AN EFFECTIVE REGISTRATION STATEMENT COVERING ALL OF THE
REGISTRABLE SECURITIES AND THE
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Company shall determine to prepare and file with the Commission a registration
statement