AMENDMENT AS PROMPTLY AS POSSIBLE AND SHALL
PROMPTLY NOTIFY THE INVESTOR PURSUANT TO THIS SECTION 7.3(B)(III) WHEN THE
AMENDMENT HAS BECOME EFFECTIVE).
(C)
SUBJECT TO SECTION 7.3(D) HEREOF, IN THE
EVENT OF:
(I)
ANY REQUEST BY THE SEC OR ANY OTHER
FEDERAL OR STATE GOVERNMENTAL AUTHORITY DURING THE PERIOD OF EFFECTIVENESS OF
THE REGISTRATION STATEMENT FOR AMENDMENTS OR SUPPLEMENTS TO A REGISTRATION
STATEMENT OR RELATED PROSPECTUS OR FOR ADDITIONAL INFORMATION;
(II)
THE ISSUANCE BY THE SEC OR ANY OTHER
FEDERAL OR STATE GOVERNMENTAL AUTHORITY OF ANY STOP ORDER SUSPENDING THE
EFFECTIVENESS OF A REGISTRATION STATEMENT OR THE INITIATION OF ANY PROCEEDINGS
FOR THAT PURPOSE;
(III)
THE RECEIPT BY THE COMPANY OF ANY
NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION OR EXEMPTION
FROM QUALIFICATION OF ANY OF THE SHARES FOR SALE IN ANY JURISDICTION OR THE
INITIATION OR THREATENING OF ANY PROCEEDING FOR SUCH PURPOSE; OR
(IV)
ANY EVENT OR CIRCUMSTANCE THAT NECESSITATES
THE MAKING OF ANY CHANGES IN THE REGISTRATION STATEMENT OR PROSPECTUS, OR ANY
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE, SO
THAT, IN THE CASE OF THE REGISTRATION STATEMENT, IT WILL NOT CONTAIN ANY 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
THAT IN THE CASE OF THE PROSPECTUS, IT WILL NOT CONTAIN ANY UNTRUE STATEMENT OF
A MATERIAL FACT OR OMIT TO STATE
16
a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading,
then the Company shall deliver a notice in writing to the Investor (the
"Suspension Notice") to the effect of the foregoing and, upon receipt of such
Suspension Notice, the Investor shall refrain from selling any Shares pursuant
to the Registration Statement (a "Suspension") until the Investor's receipt of
copies of a supplemented or amended Prospectus prepared and filed by the
Company, or until it is advised in writing by the Company that the current
Prospectus may be used. In the event of any Suspension, the Company shall use
its commercially reasonable efforts, consistent with the best interests of the
Company and its stockholders, to cause the use of the Prospectus so suspended to
be resumed as soon as reasonably practicable after the delivery of a Suspension
Notice to the Investor.
(D)
IN THE EVENT THE INVESTOR IS PROHIBITED FROM
SELLING SHARES UNDER THE REGISTRATION STATEMENT AS A RESULT OF SUSPENSIONS FOR
MORE THAN SIXTY (60) DAYS IN ANY TWELVE- (12)-MONTH PERIOD, THEN (I) THE COMPANY
SHALL PAY TO THE INVESTOR LIQUIDATED DAMAGES IN AN AMOUNT EQUAL TO ONE PERCENT
(1.0%) OF THE TOTAL AGGREGATE PURCHASE PRICE OF THE SHARES REGISTERED ON SUCH
REGISTRATION STATEMENT THEN HELD BY THE INVESTOR IF, AS A RESULT OF SUCH
SUSPENSIONS, THE INVESTOR IS PROHIBITED FROM SELLING SHARES UNDER SUCH
REGISTRATION STATEMENT FOR A PERIOD THAT EXCEEDS SIXTY (60) DAYS IN THE
AGGREGATE IN ANY TWELVE- (12)-MONTH PERIOD AND (II)