SUCH MATERIAL EVENT WOULD
NOT BE PREJUDICIAL TO OR CONTRARY TO THE INTERESTS OF THE COMPANY OR, IF
NECESSARY TO AVOID UNREASONABLE BURDEN OR EXPENSE, AS SOON AS PRACTICABLE
THEREAFTER AND (Z) IN THE CASE OF CLAUSE (C) ABOVE, AS SOON AS, IN THE
REASONABLE DISCRETION OF THE COMPANY AND AFTER RECEIPT OF ADVICE OF OUTSIDE
LEGAL COUNSEL, SUCH SUSPENSION IS NO LONGER APPROPRIATE
(SUCH PERIOD, DURING
WHICH THE AVAILABILITY OF THE REGISTRATION STATEMENT AND ANY PROSPECTUS IS
SUSPENDED BEING A "DEFERRAL PERIOD").
NOTWITHSTANDING THE FOREGOING, NO
DEFERRAL PERIOD INSTITUTED PURSUANT TO CLAUSE (B) OR CLAUSE (C) ABOVE SHALL LAST
FOR A PERIOD OF TIME IN EXCESS OF THIRTY (30) DAYS FROM THE DATE OF THE MATERIAL
EVENT OR OTHER OCCURRENCE OR STATE OF FACTS ON ACCOUNT OF WHICH SUCH DEFERRAL
PERIOD IS INSTITUTED, AND THE COMPANY SHALL INSTITUTE NO MORE THAN ONE (1)
DEFERRAL PERIOD IN THE AGGREGATE PURSUANT TO CLAUSES (B) AND (C) ABOVE IN ANY
CONSECUTIVE TWELVE (12) MONTH PERIOD.
5
SECTION 4.
HOLDERS' OBLIGATIONS.
EACH HOLDER
AGREES, BY ACQUISITION OF THE REGISTRABLE SECURITIES, THAT IT SHALL NOT BE
ENTITLED TO SELL ANY OF SUCH REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION
STATEMENT OR TO RECEIVE A PROSPECTUS RELATING THERETO, UNLESS SUCH HOLDER HAS
FURNISHED THE COMPANY WITH ALL INFORMATION REQUIRED TO BE DISCLOSED IN ORDER TO
MAKE THE INFORMATION PREVIOUSLY FURNISHED TO THE COMPANY BY SUCH HOLDER NOT
MISLEADING AND ANY OTHER INFORMATION REGARDING SUCH HOLDER AND THE DISTRIBUTION
OF SUCH REGISTRABLE SECURITIES AS THE COMPANY MAY FROM TIME TO TIME REASONABLY
REQUEST.
ANY SALE OF ANY REGISTRABLE SECURITIES BY ANY HOLDER SHALL CONSTITUTE
A REPRESENTATION AND WARRANTY BY SUCH HOLDER THAT THE INFORMATION RELATING TO
SUCH HOLDER AND ITS PLAN OF DISTRIBUTION IS AS SET FORTH IN THE PROSPECTUS
DELIVERED BY SUCH HOLDER IN CONNECTION WITH SUCH DISPOSITION, THAT SUCH
PROSPECTUS DOES NOT AS OF THE TIME OF SUCH SALE CONTAIN ANY UNTRUE STATEMENT OF
A MATERIAL FACT RELATING TO OR PROVIDED BY SUCH HOLDER OR RELATING TO ITS PLAN
OF DISTRIBUTION AND THAT SUCH PROSPECTUS DOES NOT AS OF THE TIME OF SUCH SALE
OMIT TO STATE ANY MATERIAL FACT RELATING TO OR PROVIDED BY SUCH HOLDER OR
RELATING TO ITS PLAN OF DISTRIBUTION NECESSARY TO MAKE THE STATEMENTS IN SUCH
PROSPECTUS, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING.
SECTION 5.
REGISTRATION EXPENSES.
THE COMPANY
SHALL BEAR ALL FEES AND EXPENSES INCURRED IN CONNECTION WITH THE PERFORMANCE BY
THE COMPANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, ALL REGISTRATION AND FILING FEES, FEES WITH RESPECT TO FILINGS
REQUIRED TO BE MADE WITH THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.,
FEES AND EXPENSES OF COMPLIANCE WITH SECURITIES OR BLUE SKY LAWS, PRINTING
EXPENSES, MESSENGER, TELEPHONE AND DISTRIBUTION EXPENSES ASSOCIATED WITH THE
PREPARATION AND DISTRIBUTION OF ANY REGISTRATION STATEMENT, ALL FEES AND
EXPENSES ASSOCIATED WITH THE LISTING OF ANY REGISTRABLE SECURITIES ON ANY
SECURITIES EXCHANGE OR EXCHANGES, THE FEES AND DISBURSEMENTS OF COUNSEL FOR THE
COMPANY AND ITS