OR APPROVED BY SUCH OTHER GOVERNMENTAL AGENCIES OR AUTHORITIES AS MAY BE
NECESSARY TO CONSUMMATE THE DISPOSITION OF SUCH REGISTRABLE SECURITIES.
9
O.
THE COMPANY SHALL MAKE GENERALLY AVAILABLE TO ITS
SECURITY HOLDERS AS SOON AS PRACTICAL, BUT NOT LATER THAN NINETY (90) DAYS AFTER
THE CLOSE OF THE PERIOD COVERED THEREBY, AN EARNINGS STATEMENT (IN
FORM COMPLYING WITH, AND IN THE MANNER PROVIDED BY, THE PROVISIONS OF RULE 158
UNDER THE 1933 ACT) COVERING A TWELVE-MONTH PERIOD BEGINNING NOT LATER THAN THE
FIRST DAY OF THE COMPANY'S FISCAL QUARTER NEXT FOLLOWING THE EFFECTIVE DATE OF
THE REGISTRATION STATEMENT.
P.
THE COMPANY SHALL OTHERWISE USE ITS BEST EFFORTS TO
COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE SEC IN CONNECTION WITH
ANY REGISTRATION HEREUNDER.
Q.
WITHIN TWO (2) BUSINESS DAYS AFTER A REGISTRATION
STATEMENT WHICH COVERS REGISTRABLE SECURITIES IS DECLARED EFFECTIVE BY THE SEC,
THE COMPANY SHALL DELIVER, AND SHALL CAUSE LEGAL COUNSEL FOR THE COMPANY TO
DELIVER, TO THE TRANSFER AGENT FOR SUCH REGISTRABLE SECURITIES (WITH COPIES TO
THE INVESTORS WHOSE REGISTRABLE SECURITIES ARE INCLUDED IN SUCH REGISTRATION
STATEMENT) CONFIRMATION THAT SUCH REGISTRATION STATEMENT HAS BEEN DECLARED
EFFECTIVE BY THE SEC IN THE FORM ATTACHED HERETO AS EXHIBIT A.
R.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN,
AT ANY TIME AFTER THE EFFECTIVE DATE, THE COMPANY MAY DELAY THE DISCLOSURE OF
MATERIAL, NON-PUBLIC INFORMATION CONCERNING THE COMPANY THE DISCLOSURE OF WHICH
AT THE TIME IS NOT, IN THE GOOD FAITH OPINION OF THE BOARD OF DIRECTORS OF THE
COMPANY, IN THE BEST INTEREST OF THE COMPANY AND, IN THE OPINION OF COUNSEL TO
THE COMPANY, OTHERWISE REQUIRED (A "GRACE PERIOD"); PROVIDED, THAT THE COMPANY
SHALL PROMPTLY (I) NOTIFY THE INVESTORS IN WRITING OF THE EXISTENCE OF MATERIAL,
NON-PUBLIC INFORMATION GIVING RISE TO A GRACE PERIOD (PROVIDED THAT IN EACH
NOTICE THE COMPANY WILL NOT DISCLOSE THE CONTENT OF SUCH MATERIAL, NON-PUBLIC
INFORMATION TO THE INVESTORS) AND THE DATE ON WHICH THE GRACE PERIOD WILL BEGIN,
AND (II) NOTIFY THE INVESTORS IN WRITING OF THE DATE ON WHICH THE GRACE PERIOD
ENDS; AND, PROVIDED FURTHER, THAT NO GRACE PERIOD SHALL EXCEED FIFTEEN (15)
CONSECUTIVE BUSINESS DAYS AND DURING ANY THREE HUNDRED SIXTY FIVE (365) DAY
PERIOD SUCH GRACE PERIODS SHALL NOT EXCEED AN AGGREGATE OF SIXTY (60) BUSINESS
DAYS AND THE FIRST DAY OF ANY GRACE PERIOD MUST BE AT LEAST FIVE (5) TRADING
DAYS AFTER THE LAST DAY OF ANY PRIOR GRACE PERIOD (EACH, AN "ALLOWABLE GRACE
PERIOD"); PROVIDED, THAT NO ALLOWABLE GRACE PERIOD MAY EXIST DURING THE FIRST
SIXTY (60) BUSINESS DAYS AFTER THE EFFECTIVE DATE. FOR PURPOSES OF DETERMINING
THE LENGTH OF A GRACE PERIOD ABOVE, THE GRACE PERIOD SHALL BEGIN ON AND INCLUDE
THE DATE THE INVESTORS RECEIVE THE NOTICE REFERRED TO IN CLAUSE (I) AND SHALL
END ON AND INCLUDE THE LATER OF THE DATE THE INVESTORS RECEIVE THE NOTICE
REFERRED TO IN CLAUSE (II) AND THE DATE REFERRED TO IN SUCH NOTICE. THE
PROVISIONS OF SECTION 3(G) HEREOF SHALL NOT BE APPLICABLE DURING