SCHULTE ROTH & ZABEL LLP OR SUCH OTHER COUNSEL
AS THEREAFTER DESIGNATED BY THE HOLDERS OF AT LEAST A MAJORITY OF THE
REGISTRABLE SECURITIES.
THE COMPANY AND LEGAL COUNSEL SHALL REASONABLY
COOPERATE WITH EACH OTHER IN PERFORMING THE COMPANY'S OBLIGATIONS UNDER THIS
AGREEMENT.
D.
INELIGIBILITY FOR FORM S-3.
IN THE EVENT THAT FORM S-3 IS NOT
AVAILABLE
FOR THE REGISTRATION OF THE RESALE OF REGISTRABLE SECURITIES HEREUNDER, THE
COMPANY SHALL (I) REGISTER THE RESALE OF THE REGISTRABLE SECURITIES ON ANOTHER
APPROPRIATE FORM REASONABLY ACCEPTABLE TO THE HOLDERS OF AT LEAST A MAJORITY OF
THE REGISTRABLE SECURITIES AND (II) UNDERTAKE TO REGISTER THE REGISTRABLE
SECURITIES ON FORM S-3 AS SOON AS SUCH FORM IS AVAILABLE, PROVIDED THAT THE
COMPANY SHALL MAINTAIN THE EFFECTIVENESS OF THE REGISTRATION STATEMENT THEN IN
EFFECT UNTIL SUCH TIME AS A REGISTRATION STATEMENT ON FORM S-3 COVERING THE
REGISTRABLE SECURITIES HAS BEEN DECLARED EFFECTIVE BY THE SEC.
E.
SUFFICIENT NUMBER OF SHARES REGISTERED.
IN THE EVENT THE NUMBER OF
SHARES AVAILABLE UNDER A REGISTRATION STATEMENT FILED PURSUANT TO SECTION 2(A)
IS INSUFFICIENT TO COVER ALL OF THE REGISTRABLE SECURITIES REQUIRED TO BE
COVERED BY SUCH REGISTRATION STATEMENT OR AN INVESTOR'S ALLOCATED PORTION OF THE
REGISTRABLE SECURITIES PURSUANT TO SECTION 2(B), THE COMPANY SHALL AMEND THE
REGISTRATION STATEMENT, OR FILE A NEW REGISTRATION STATEMENT (ON THE SHORT FORM
AVAILABLE THEREFOR, IF APPLICABLE), OR BOTH, SO AS TO COVER AT LEAST THE NUMBER
OF SUCH REGISTRABLE SECURITIES AS OF THE TRADING DAY IMMEDIATELY PRECEDING THE
DATE OF THE FILING OF SUCH AMENDMENT OR NEW REGISTRATION STATEMENT, IN EACH
CASE, AS SOON AS PRACTICABLE, BUT IN ANY EVENT NOT LATER THAN FIFTEEN (15) DAYS
AFTER THE NECESSITY THEREFOR ARISES.
THE COMPANY SHALL USE ITS REASONABLE BEST
EFFORTS TO CAUSE SUCH AMENDMENT AND/OR NEW REGISTRATION STATEMENT TO BECOME
EFFECTIVE AS SOON AS PRACTICABLE FOLLOWING THE FILING THEREOF.
F.
EFFECT OF FAILURE TO FILE AND OBTAIN AND MAINTAIN EFFECTIVENESS OF
REGISTRATION STATEMENT.
IF (I) A REGISTRATION STATEMENT COVERING ALL THE
REGISTRABLE SECURITIES AND REQUIRED TO BE FILED BY THE COMPANY PURSUANT TO THIS
AGREEMENT IS NOT DECLARED EFFECTIVE BY THE SEC ON OR BEFORE THE EFFECTIVENESS
DEADLINE OR (II) ON ANY DAY AFTER THE REGISTRATION STATEMENT HAS BEEN DECLARED
EFFECTIVE BY THE SEC AND PRIOR TO THE TERMINATION OF THE REGISTRATION PERIOD
SALES OF ALL THE REGISTRABLE SECURITIES REQUIRED TO BE INCLUDED ON SUCH
REGISTRATION STATEMENT CANNOT BE MADE (OTHER THAN DURING AN ALLOWABLE GRACE
PERIOD (AS DEFINED IN SECTION 3(R)) PURSUANT TO THE REGISTRATION STATEMENT
(INCLUDING, WITHOUT LIMITATION, BECAUSE OF A FAILURE TO KEEP THE REGISTRATION
STATEMENT EFFECTIVE, TO DISCLOSE SUCH INFORMATION AS IS NECESSARY FOR SALES TO
BE MADE PURSUANT TO THE REGISTRATION STATEMENT OR TO REGISTER SUFFICIENT SHARES
OF COMMON STOCK), THEN, AS PARTIAL RELIEF FOR THE DAMAGES TO ANY HOLDER BY
REASON OF ANY SUCH DELAY IN OR REDUCTION OF ITS ABILITY TO SELL THE UNDERLYING
SHARES OF COMMON STOCK (WHICH REMEDY SHALL NOT BE EXCLUSIVE OF ANY OTHER
REMEDIES AVAILABLE AT LAW OR IN EQUITY), THE COMPANY