FOR THE REGISTRABLE SECURITIES; PROVIDED, FURTHER, THAT IN
ALL EVENTS SUCH PENALTIES SHALL CEASE TO ACCRUE WITH RESPECT TO ANY INVESTOR ON
THE DATE ON WHICH SUCH INVESTOR MAY SELL REGISTRABLE SECURITIES PURSUANT TO
RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR RULE ("RULE 144") WITHOUT
LIMITATIONS ON VOLUME OR MANNER OF SALES.
LATE REGISTRATION PAYMENTS WILL BE
PRORATED ON A DAILY BASIS DURING EACH 30 DAY PERIOD AND WILL BE PAID TO THE
INVESTOR BY WIRE TRANSFER OR CHECK WITHIN FIVE BUSINESS DAYS AFTER THE EARLIER
OF (I) THE END OF EACH 30 DAY PERIOD FOLLOWING THE REQUIRED EFFECTIVE DATE OR
(II) THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
LATE REGISTRATION
15
PAYMENTS PAYABLE BY THE COMPANY PURSUANT TO THIS SECTION 6.1(B) SHALL BE PAYABLE
ON THE FIRST (1ST) BUSINESS DAY OF EACH THIRTY (30) DAY PERIOD FOLLOWING THE
REQUIRED EFFECTIVE DATE;
(C)
USE ITS BEST EFFORTS TO CAUSE ANY
PROSPECTUS USED IN CONNECTION WITH ANY REGISTRATION STATEMENT TO BE FILED WITH
THE SEC PURSUANT TO RULE 424(B) UNDER THE SECURITIES ACT AS SOON AS PRACTICABLE
BUT IN ANY EVENT NO LATER THAN 9:00 A.M. EASTERN TIME THE NEXT DAY THAT IS NOT A
WEEKEND OR HOLIDAY AND THE NASDAQ STOCK MARKET IS NOT CLOSED FOLLOWING THE DATE
SUCH REGISTRATION STATEMENT IS DECLARED EFFECTIVE BY THE SEC AND PREPARE AND
FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO THE REGISTRATION STATEMENT
AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP THE
REGISTRATION STATEMENT CURRENT AND EFFECTIVE FOR A PERIOD ENDING ON THE EARLIER
OF (I) THE DATE ON WHICH ALL OF THE REGISTRABLE SECURITIES FOR SUCH REGISTRATION
STATEMENT HAVE BEEN SOLD BY SUCH INVESTOR AND (II) THE DATE ON WHICH ALL OF THE
REGISTRABLE SECURITIES FOR SUCH REGISTRATION STATEMENT (IN THE OPINION OF
COUNSEL TO SUCH INVESTOR) HELD BY SUCH INVESTOR MAY BE IMMEDIATELY SOLD TO THE
PUBLIC WITHOUT REGISTRATION OR RESTRICTION (INCLUDING, WITHOUT LIMITATION, AS TO
VOLUME BY EACH HOLDER THEREOF) UNDER THE SECURITIES ACT, AND TO NOTIFY EACH
INVESTOR PROMPTLY UPON THE REGISTRATION STATEMENT AND EACH POST-EFFECTIVE
AMENDMENT THERETO, BEING DECLARED EFFECTIVE BY THE SEC;
(D)
NOTWITHSTANDING THE REGISTRATION
OBLIGATIONS SET FORTH IN THIS SECTION 6.1, IN THE EVENT THE SEC INFORMS THE
COMPANY THAT ALL OF THE REGISTRABLE SECURITIES CANNOT, AS A RESULT OF THE
APPLICATION OF RULE 415, BE REGISTERED FOR RESALE AS A SECONDARY OFFERING ON A
SINGLE REGISTRATION STATEMENT, THE COMPANY AGREES TO PROMPTLY (I) INFORM EACH OF
THE INVESTORS THEREOF AND FILE AMENDMENTS TO THE INITIAL REGISTRATION STATEMENT
AS REQUIRED BY THE SEC AND/OR (II) WITHDRAW THE INITIAL REGISTRATION STATEMENT
AND FILE A NEW REGISTRATION STATEMENT, IN EITHER CASE COVERING THE MAXIMUM
NUMBER OF REGISTRABLE SECURITIES PERMITTED TO BE REGISTERED BY THE SEC, ON
FORM S-3 OR SUCH OTHER FORM AVAILABLE TO REGISTER FOR RESALE THE REGISTRABLE
SECURITIES AS A SECONDARY OFFERING; PROVIDED, HOWEVER, THAT PRIOR TO FILING SUCH
AMENDMENT OR NEW REGISTRATION STATEMENT, THE COMPANY SHALL BE OBLIGATED TO USE
ITS BEST EFFORTS TO