AFTER THE DATE OF SUCH
5
REDEMPTION.
IN THE EVENT THE COMPANY EXERCISES ITS RIGHTS UNDER THE PRECEDING
SENTENCE, THE HOLDERS AGREE TO SUSPEND, IMMEDIATELY UPON THEIR RECEIPT OF THE
NOTICE REFERRED TO ABOVE, THEIR USE OF THE PROSPECTUS RELATING TO SUCH
REGISTRATION STATEMENT IN CONNECTION WITH ANY SALE OR OFFER TO SELL REGISTRABLE
SECURITIES AND NOT TO SELL ANY REGISTRABLE SECURITIES PURSUANT THERETO UNTIL
SUCH HOLDER HAS BEEN ADVISED IN WRITING BY THE COMPANY THAT THE APPLICABLE
PROSPECTUS MAY BE USED OR IS EFFECTIVE (WHICH NOTICE THE COMPANY AGREES TO
PROVIDE PROMPTLY FOLLOWING THE LAPSE OF THE EVENT OR CIRCUMSTANCE GIVING RISE TO
SUCH SUSPENSION).
EACH HOLDER SHALL KEEP CONFIDENTIAL THE FACT OF THE DELIVERY
OF THE EXTENSION NOTICE EXCEPT AS REQUIRED BY APPLICABLE LAW.
IF THE COMPANY
DELAYS ANY FILING DATE PURSUANT TO A SUSPENSION PERIOD, THEN THE DEMANDING
HOLDER MAY WITHDRAW THE DEMAND REGISTRATION AT ANY TIME PRIOR TO THE FILING OF
THE REGISTRATION STATEMENT BY PROVIDING WRITTEN NOTICE TO THE COMPANY.
(B)
IF, WITH RESPECT TO ANY REGISTRATION STATEMENT REQUIRED BY THIS
SECTION 2: (I) SUCH REGISTRATION STATEMENT IS NOT FILED ON OR PRIOR TO ITS
FILING DATE, (II) SUCH REGISTRATION STATEMENT IS NOT DECLARED EFFECTIVE BY THE
COMMISSION OR DOES NOT OTHERWISE BECOME EFFECTIVE ON OR PRIOR TO ITS REQUIRED
EFFECTIVENESS DATE, (III) THE COMPANY FAILS TO FILE WITH THE COMMISSION A
REQUEST FOR ACCELERATION WITH RULE 461 PROMULGATED UNDER THE SECURITIES ACT,
WITHIN FIVE TRADING DAYS OF THE DATE ON WHICH THE COMPANY IS NOTIFIED (ORALLY OR
IN WRITING, WHICHEVER IS EARLIER) BY THE COMMISSION THAT SUCH REGISTRATION
STATEMENT WILL NOT BE REVIEWED OR IS NOT SUBJECT TO FURTHER REVIEW, OR
(IV) AFTER ITS EFFECTIVE DATE, SUCH REGISTRATION STATEMENT CEASES FOR ANY REASON
TO BE EFFECTIVE AND AVAILABLE TO THE HOLDERS AS TO ALL REGISTRABLE SECURITIES TO
WHICH IT IS REQUIRED TO COVER AT ANY TIME PRIOR TO THE EXPIRATION OF THE
EFFECTIVENESS PERIOD (IN EACH CASE, EXCEPT AS SPECIFICALLY PERMITTED HEREIN WITH
RESPECT TO ANY APPLICABLE SUSPENSION PERIOD AND SUBJECT TO SECTION 2(D)) (ANY
SUCH FAILURE OR BREACH BEING REFERRED TO AS A "REGISTRATION DEFAULT", AND FOR
PURPOSES OF CLAUSES (I) OR (II) THE DATE ON WHICH SUCH REGISTRATION DEFAULT
OCCURS, AND FOR PURPOSES OF CLAUSE (III) THE DATE ON WHICH SUCH FIVE TRADING DAY
PERIOD IS EXCEEDED AND FOR PURPOSES OF CLAUSE (IV) THE DATE ON WHICH THE
REGISTRATION STATEMENT CEASES TO BE EFFECTIVE AND AVAILABLE, BEING REFERRED TO
AS THE "REGISTRATION DEFAULT DATE" AND EACH PERIOD FROM AND INCLUDING THE
REGISTRATION DEFAULT DATE DURING WHICH A REGISTRATION DEFAULT HAS OCCURRED AND
IS CONTINUING, A "REGISTRATION DEFAULT PERIOD"), THEN, DURING THE REGISTRATION
DEFAULT PERIOD, IN ADDITION TO ANY OTHER RIGHTS AVAILABLE TO THE HOLDERS
(INCLUDING, WITHOUT LIMITATION, PURSUANT TO SECTION 8(A)), THE COMPANY WILL PAY
A SPECIAL PAYMENT (COLLECTIVELY, "SPECIAL INTEREST") TO HOLDERS (X) IN RESPECT
OF EACH NOTE CONVERTIBLE INTO SHARES OF COMMON STOCK THAT, WHEN ISSUED, WILL
CONSTITUTE REGISTRABLE SECURITIES (WHICH, FOR THE AVOIDANCE OF DOUBT, SHALL BE
DEEMED