STATEMENT" MEANS A REGISTRATION STATEMENT OF THE
COMPANY FILED UNDER THE SECURITIES ACT.
1.7
THE TERMS "REGISTER," "REGISTERED," AND "REGISTRATION" REFER TO A
REGISTRATION EFFECTED BY PREPARING AND FILING A REGISTRATION STATEMENT OR
STATEMENTS IN COMPLIANCE WITH THE SECURITIES ACT AND PURSUANT TO RULE 415 AND
THE DECLARATION OR ORDERING OF EFFECTIVENESS OF SUCH REGISTRATION STATEMENT BY
THE SEC.
1.8
"RULE 415" MEANS RULE 415 UNDER THE SECURITIES ACT, OR ANY
SUCCESSOR RULE PROVIDING FOR OFFERING SECURITIES ON A CONTINUOUS BASIS, AND
APPLICABLE RULES AND REGULATIONS THEREUNDER.
1.9
"SECURITIES" MEANS THE COMMON SHARES AND THE WARRANT SOLD PURSUANT
TO THE PURCHASE AGREEMENT.
1.10
"WARRANT" MEANS THE WARRANT TO PURCHASE SHARES OF THE COMPANY'S
COMMON STOCK SOLD PURSUANT TO THE PURCHASE AGREEMENT.
1.11
"WARRANT SHARES" MEANS THE SHARES OF THE COMPANY'S COMMON STOCK
THAT MAY BE PURCHASED UPON EXERCISE OF THE WARRANT.
ARTICLE II
REGISTRATION
2.1
DEMAND REGISTRATION. IF AT ANYTIME PRIOR TO THE EXPIRATION OF THE
REGISTRATION PERIOD AND AFTER THE SIX MONTH ANNIVERSARY OF THIS AGREEMENT, ANY
REGISTRABLE SECURITIES SHALL NOT HAVE BEEN REGISTERED BY THE COMPANY PURSUANT TO
SECTION 2.3 HEREOF, THEN INVESTOR SHALL HAVE THE RIGHT BY DELIVERY OF WRITTEN
NOTICE TO THE COMPANY, TO REQUEST THAT THE COMPANY EFFECT A REGISTRATION ON FORM
S-3 COVERING THE RESALE OF THE REGISTRABLE SECURITIES NOT PREVIOUSLY REGISTERED
PURSUANT TO SECTION 2.3; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE
OBLIGATED TO EFFECT ANY SUCH REGISTRATION IF (I) INVESTOR PROPOSES TO SELL LESS
THAN ALL OF THE REGISTRABLE SECURITIES HELD BY INVESTOR AT AN AGGREGATE PRICE TO
THE PUBLIC OF LESS THAN $5,000,000, (II) DURING THE PERIOD STARTING WITH THE
DATE THIRTY (30) DAYS PRIOR TO THE COMPANY'S GOOD FAITH ESTIMATE OF THE DATE OF
FILING OF, AND ENDING ON A DATE NINETY (90) DAYS AFTER THE EFFECTIVE DATE OF, A
COMPANY-INITIATED REGISTRATION; PROVIDED THAT THE COMPANY IS ACTIVELY EMPLOYING
IN GOOD FAITH ALL REASONABLE EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO
BECOME EFFECTIVE, (III) IN THE EVENT THAT THE COMPANY HAS, WITHIN THE SIX (6)
MONTH PERIOD PRECEDING THE DATE OF SUCH REQUEST, ALREADY EFFECTED A REGISTRATION
ON FORM S-3 FOR INVESTOR PURSUANT TO THIS SECTION 2.1, OR (IV) (A) IN THE GOOD
FAITH JUDGMENT OF THE BOARD OF DIRECTORS OF THE COMPANY, SUCH REGISTRATION WOULD
BE SERIOUSLY DETRIMENTAL TO THE COMPANY AND THE BOARD OF DIRECTORS OF THE
COMPANY CONCLUDES, AS A RESULT, THAT IT IS ESSENTIAL TO DEFER THE FILING OF SUCH
REGISTRATION STATEMENT AT SUCH TIME,
2
AND (B) THE COMPANY SHALL FURNISH TO INVESTOR A CERTIFICATE SIGNED BY THE
PRESIDENT OF THE COMPANY STATING THAT IN THE GOOD FAITH JUDGMENT OF THE BOARD OF
DIRECTORS OF THE COMPANY, IT WOULD BE SERIOUSLY DETRIMENTAL TO THE COMPANY FOR
SUCH REGISTRATION STATEMENT TO BE FILED IN THE NEAR FUTURE AND THAT IT IS,
THEREFORE, ESSENTIAL TO DEFER THE FILING OF SUCH REGISTRATION STATEMENT, THEN
THE COMPANY SHALL HAVE THE RIGHT TO DEFER SUCH FILING FOR A PERIOD OF NOT MORE
THAN NINETY (90) DAYS AFTER RECEIPT