WITH SUCH
REGISTRATION, AND (B) IN CASE OF A DETERMINATION BY THE COMPANY TO DELAY
REGISTRATION OF ITS SECURITIES, THE COMPANY WILL BE PERMITTED TO DELAY THE
REGISTRATION OF REGISTRABLE SECURITIES FOR THE SAME PERIOD AS THE DELAY IN
REGISTERING SUCH OTHER SECURITIES; PROVIDED, HOWEVER, THAT THE PROVISIONS OF
THIS SECTION 2(B) WILL NOT BE DEEMED TO LIMIT OR OTHERWISE RESTRICT THE RIGHTS
OF THE HOLDER UNDER SECTION 2(A) OF THIS AGREEMENT.
(C)
THE COMPANY SHALL SUPPLEMENT AND AMEND THE REGISTRATION STATEMENT
IF REQUIRED BY THE RULES, REGULATIONS OR INSTRUCTIONS APPLICABLE TO THE
REGISTRATION FORM USED BY THE COMPANY FOR SUCH REGISTRATION STATEMENT, IF
REQUIRED BY THE SECURITIES ACT OR, TO THE EXTENT TO WHICH THE COMPANY DOES NOT
REASONABLY OBJECT, AS REASONABLY REQUESTED BY THE HOLDER.
(D)
THE HOLDER AGREES THAT IF IT WISHES TO SELL REGISTRABLE SECURITIES
PURSUANT TO THE REGISTRATION STATEMENT AND RELATED PROSPECTUS, IT WILL DO SO
ONLY IN ACCORDANCE WITH THIS AGREEMENT.
SECTION 3.
REGISTRATION PROCEDURES.
IN CONNECTION WITH THE
REGISTRATION OBLIGATIONS OF THE COMPANY UNDER SECTION 2 HEREOF, THE COMPANY
SHALL:
(A)
UNTIL THE EFFECTIVENESS TERMINATION DATE, PREPARE AND USE ITS
REASONABLE BEST EFFORTS TO FILE WITH THE SEC SUCH AMENDMENTS AND POST-EFFECTIVE
AMENDMENTS TO THE REGISTRATION STATEMENT AS MAY BE NECESSARY TO KEEP SUCH
REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE FOR THE APPLICABLE PERIOD
SPECIFIED IN SECTION 2(A); USE ITS REASONABLE BEST EFFORTS TO CAUSE THE RELATED
PROSPECTUS TO BE SUPPLEMENTED BY ANY REQUIRED PROSPECTUS SUPPLEMENT, AND AS SO
SUPPLEMENTED TO BE FILED PURSUANT TO RULE 424 (OR ANY SIMILAR PROVISIONS THEN IN
FORCE) UNDER THE SECURITIES ACT; AND USE ITS REASONABLE BEST EFFORTS TO COMPLY
WITH THE PROVISIONS OF THE SECURITIES ACT APPLICABLE TO IT WITH RESPECT TO THE
DISPOSITION OF ALL SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNTIL THE
EFFECTIVENESS TERMINATION DATE IN ACCORDANCE WITH THE INTENDED METHODS OF
DISPOSITION BY THE SELLERS THEREOF SET FORTH IN SUCH REGISTRATION STATEMENT AS
SO AMENDED OR SUCH PROSPECTUS AS SO SUPPLEMENTED.
(B)
AS PROMPTLY AS PRACTICABLE GIVE NOTICE TO THE HOLDER (I) WHEN THE
REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT HAS BEEN DECLARED
EFFECTIVE, (II) OF THE ISSUANCE BY THE SEC OR ANY OTHER FEDERAL OR STATE
GOVERNMENTAL AUTHORITY OF ANY STOP ORDER SUSPENDING THE
3
EFFECTIVENESS OF THE REGISTRATION STATEMENT OR THE INITIATION OR THREATENING OF
ANY PROCEEDINGS FOR THAT PURPOSE, (III) OF THE RECEIPT BY THE COMPANY OF ANY
NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION OR EXEMPTION
FROM QUALIFICATION OF ANY OF THE REGISTRABLE SECURITIES FOR SALE IN ANY
JURISDICTION OR THE INITIATION OR THREATENING OF ANY PROCEEDING FOR SUCH
PURPOSE, (IV) OF THE OCCURRENCE OF (BUT NOT THE NATURE OF OR DETAILS CONCERNING)
A MATERIAL EVENT AND (V) OF THE DETERMINATION BY THE COMPANY THAT A
POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT WILL BE FILED WITH THE
SEC, WHICH NOTICE MAY, AT THE DISCRETION OF THE COMPANY (OR AS REQUIRED PURSUANT
TO SECTION 3(F)), STATE THAT IT CONSTITUTES A DEFERRAL NOTICE, IN WHICH EVENT
THE PROVISIONS OF SECTION