OFFERINGS, BLOCK
TRANSACTIONS, BROKER TRANSACTIONS, AT-MARKET TRANSACTIONS AND IN SUCH OTHER
MANNER OR MANNERS AS MAY REASONABLY BE SPECIFIED BY THE REQUIRED HOLDERS.
THE
COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO KEEP SUCH REGISTRATION
STATEMENT CONTINUOUSLY EFFECTIVE (IN ACCORDANCE WITH THE LAST SENTENCE OF THE
FIRST PARAGRAPH OF THIS SECTION 2(A)(I)), AND IN FURTHERANCE OF SUCH OBLIGATION,
SHALL SUPPLEMENT OR AMEND SUCH REGISTRATION STATEMENT IF, AS AND WHEN REQUIRED
BY THE RULES, REGULATIONS AND INSTRUCTIONS APPLICABLE TO THE FORM USED BY THE
COMPANY FOR SUCH REGISTRATION OR BY THE SECURITIES ACT OR BY ANY OTHER RULES AND
REGULATIONS THEREUNDER APPLICABLE TO SHELF REGISTRATIONS.
(C)
BLACKOUT PERIODS.
(I)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IF AT
ANY TIME AFTER THE FILING OF THE REGISTRATION STATEMENT, THE COMPANY, BY WRITTEN
NOTICE TO THE HOLDERS (A "SUSPENSION NOTICE"), MAY DIRECT THE HOLDERS TO SUSPEND
SALES OF THE REGISTRABLE SECURITIES PURSUANT TO A REGISTRATION STATEMENT FOR
SUCH TIMES AS THE COMPANY REASONABLY MAY DETERMINE IS NECESSARY AND ADVISABLE
(BUT IN NO EVENT FOR MORE THAN (X) AN AGGREGATE OF NINETY (90) DAYS IN ANY
ROLLING TWELVE (12) MONTH PERIOD COMMENCING ON THE DATE OF THIS AGREEMENT OR (Y)
MORE THAN SIXTY (60) DAYS IN ANY ROLLING 90-DAY PERIOD), IF ANY OF THE FOLLOWING
EVENTS SHALL OCCUR:
(1) A MAJORITY OF THE BOARD OF DIRECTORS OF THE COMPANY
SHALL HAVE DETERMINED IN GOOD FAITH THAT (A) THE OFFER OR SALE OF ANY
REGISTRABLE SECURITIES WOULD MATERIALLY IMPEDE, DELAY OR INTERFERE WITH ANY
MATERIAL PROPOSED FINANCING, OFFER OR SALE OF SECURITIES, ACQUISITION, MERGER,
TENDER OFFER, BUSINESS COMBINATION, CORPORATE REORGANIZATION OR OTHER
SIGNIFICANT TRANSACTION INVOLVING THE COMPANY OR (B) AFTER THE ADVICE OF
COUNSEL, THE SALE OF REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION
STATEMENT WOULD REQUIRE DISCLOSURE OF NON-PUBLIC MATERIAL INFORMATION NOT
OTHERWISE REQUIRED TO BE DISCLOSED UNDER APPLICABLE LAW OR (2) A MAJORITY OF THE
BOARD OF DIRECTORS OF THE COMPANY SHALL HAVE DETERMINED IN GOOD FAITH, AFTER THE
ADVICE OF COUNSEL, THAT THE COMPANY IS REQUIRED BY LAW, RULE OR REGULATION TO
SUPPLEMENT THE REGISTRATION STATEMENT OR FILE A POST-EFFECTIVE AMENDMENT TO THE
REGISTRATION STATEMENT IN ORDER TO INCORPORATE INFORMATION INTO THE REGISTRATION
STATEMENT FOR THE PURPOSE OF (A) INCLUDING IN THE REGISTRATION STATEMENT ANY
PROSPECTUS REQUIRED UNDER SECTION 10(A)(3) OF THE SECURITIES ACT; (B) REFLECTING
IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ANY FACTS OR EVENTS
ARISING AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (OR OF THE MOST
RECENT POST-EFFECTIVE AMENDMENT) THAT, INDIVIDUALLY OR IN THE AGGREGATE,
REPRESENTS A FUNDAMENTAL CHANGE IN THE INFORMATION SET FORTH THEREIN; OR (C)
INCLUDING IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ANY MATERIAL
INFORMATION WITH RESPECT TO THE PLAN OF DISTRIBUTION NOT DISCLOSED IN THE
REGISTRATION STATEMENT OR ANY MATERIAL CHANGE TO SUCH INFORMATION.
ANY PERIOD
IN WHICH THE USE OF THE REGISTRATION STATEMENT HAS BEEN SUSPENDED IN ACCORDANCE
WITH THIS SECTION 2(C) IS SOMETIMES REFERRED TO HEREIN AS A "BLACKOUT PERIOD."
UPON THE OCCURRENCE OF ANY SUCH
3
SUSPENSION, THE