AND ONE-HALF
PERCENT (1.5%) OF THE AGGREGATE PURCHASE PRICE PAID BY SUCH PURCHASER.
The payment obligations of the Company under this Paragraph (2)(d) shall be
cumulative.
(3)
REGISTRATION PROCEDURES.
IN CONNECTION
WITH THE COMPANY'S REGISTRATION OBLIGATIONS HEREUNDER, THE COMPANY SHALL USE
REASONABLE EFFORTS:
(A)
(I) PREPARE AND FILE WITH THE SEC SUCH
AMENDMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, TO THE REGISTRATION STATEMENT
AS MAY BE NECESSARY TO KEEP THE REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AS
TO THE REGISTRABLE SECURITIES FOR THE EFFECTIVENESS PERIOD; (II) CAUSE THE
RELATED PROSPECTUS TO BE AMENDED OR SUPPLEMENTED BY ANY REQUIRED PROSPECTUS
SUPPLEMENT, AND AS SO SUPPLEMENTED OR AMENDED TO BE FILED PURSUANT TO RULE 424;
AND (III) RESPOND AS PROMPTLY AS REASONABLY POSSIBLE, AND IN ANY EVENT WITHIN
TEN (10) BUSINESS DAYS, TO ANY COMMENTS RECEIVED FROM THE SEC WITH RESPECT TO
THE REGISTRATION STATEMENT OR ANY AMENDMENT THERETO AND AS PROMPTLY AS
REASONABLY POSSIBLE PROVIDE THE PLACEMENT AGENT TRUE AND COMPLETE COPIES OF ALL
CORRESPONDENCE FROM AND TO THE SEC RELATING TO THE REGISTRATION STATEMENT.
(B)
NOTIFY THE PLACEMENT AGENT AS PROMPTLY AS
REASONABLY POSSIBLE, AND (IF REQUESTED BY THE PLACEMENT AGENT) CONFIRM SUCH
NOTICE IN WRITING NO LATER THAN ONE (1) TRADING DAY THEREAFTER, OF ANY OF THE
FOLLOWING EVENTS:
(I) THE SEC NOTIFIES THE COMPANY WHETHER THERE WILL BE A
"REVIEW" OF THE REGISTRATION STATEMENT; (II) THE SEC COMMENTS IN WRITING ON THE
REGISTRATION STATEMENT (IN WHICH CASE THE COMPANY SHALL DELIVER TO THE PLACEMENT
AGENT A COPY OF SUCH COMMENTS AND OF ALL WRITTEN RESPONSES THERETO); (III) THE
SEC OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL AUTHORITY IN WRITING REQUESTS ANY
AMENDMENT OR SUPPLEMENT TO THE REGISTRATION STATEMENT OR PROSPECTUS OR REQUESTS
ADDITIONAL INFORMATION RELATED THERETO; (IV) IF THE SEC ISSUES ANY STOP ORDER
SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT OR INITIATES ANY
ACTION, CLAIM, SUIT, INVESTIGATION OR PROCEEDING (A "PROCEEDING") FOR THAT
PURPOSE; (V) THE COMPANY RECEIVES NOTICE IN WRITING OF ANY SUSPENSION OF THE
QUALIFICATION OR EXEMPTION FROM QUALIFICATION OF ANY REGISTRABLE SECURITIES FOR
SALE IN ANY JURISDICTION, OR THE INITIATION OR THREAT OF ANY PROCEEDING FOR SUCH
PURPOSE; OR (VI) THE FINANCIAL STATEMENTS INCLUDED IN THE REGISTRATION STATEMENT
BECOME INELIGIBLE FOR INCLUSION THEREIN OR ANY STATEMENT MADE IN THE
REGISTRATION STATEMENT OR PROSPECTUS OR ANY DOCUMENT INCORPORATED OR DEEMED TO
BE INCORPORATED THEREIN BY REFERENCE IS UNTRUE IN ANY MATERIAL RESPECT OR ANY
REVISION TO THE REGISTRATION STATEMENT, PROSPECTUS OR OTHER DOCUMENT IS REQUIRED
SO THAT IT WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING. IF THE REGISTRATION STATEMENT IS NOT EFFECTIVE FOR MORE THAN 40
TRADING DAYS IN ANY 12-MONTH PERIOD AS A RESULT OF THE EVENTS SET
16
forth in this Section E(3)(b) and/or Section E(3)(g) below, then in addition to
other equitable and other remedies available to the Purchaser, the Company will