OF SHARES PURSUANT
TO A BLACKOUT NOTICE SHALL BE FOR ANY PERIOD THE COMPANY REASONABLY BELIEVES IS
NECESSARY, AND IF, THE COMPANY IS UNABLE TO DETERMINE THE DURATION OF SUCH
PERIOD AT THE TIME THE BLACKOUT NOTICE IS ISSUED, THE BLACKOUT NOTICE MAY STATE
THAT THE PERIOD EXTENDS "UNTIL THE HOLDER IS OTHERWISE NOTIFIED BY THE COMPANY;"
PROVIDED THAT THE BLACKOUT NOTICE MAY NOT EXCEED MORE THAN ONE HUNDRED EIGHTY
(180) CONSECUTIVE DAYS WITHIN ANY PERIOD OF THREE HUNDRED SIXTY-FIVE (365)
CONSECUTIVE DAYS.
THE BLACKOUT NOTICE SHALL BE SIGNED BY AN AUTHORIZED OFFICER
OF THE COMPANY AND SHALL CERTIFY THE COMPANY'S DETERMINATION.
THE HOLDER AGREES
THAT UPON RECEIPT OF A BLACKOUT NOTICE IT SHALL DISCONTINUE OFFERS OR SALES OF
REGISTRABLE SHARES PURSUANT TO ANY SUCH REGISTRATION STATEMENT FOR THE PERIOD OF
TIME STATED IN THE BLACKOUT NOTICE.
8.8
DISTRIBUTION OF REGISTRATION STATEMENT. IN CONNECTION WITH
PIGGYBACK REGISTRATION, THE COMPANY SHALL PROMPTLY FURNISH TO THE HOLDER SUCH
NUMBER OF COPIES OF THE REGISTRATION STATEMENT AND OF EACH AMENDMENT AND
SUPPLEMENT THERETO (IN EACH CASE, INCLUDING ALL EXHIBITS), SUCH REASONABLE
NUMBER OF COPIES OF EACH PROSPECTUS CONTAINED IN SUCH REGISTRATION STATEMENT AND
EACH SUPPLEMENT OR AMENDMENT THERETO (INCLUDING EACH PRELIMINARY PROSPECTUS),
ALL OF WHICH SHALL CONFORM TO THE REQUIREMENTS OF THE SECURITIES ACT AND THE
RULES AND REGULATIONS THEREUNDER, AND SUCH OTHER DOCUMENTS, AS THE HOLDER MAY
REASONABLY REQUEST TO FACILITATE THE DISPOSITION OF THE REGISTRABLE SHARES
INCLUDED IN SUCH REGISTRATION.
8.9
NOTIFICATION OF EFFECTIVENESS. THE COMPANY SHALL NOTIFY THE HOLDER
PROMPTLY WHEN SUCH REGISTRATION STATEMENT HAS BECOME EFFECTIVE OR A SUPPLEMENT
TO ANY PROSPECTUS FORMING A PART OF SUCH REGISTRATION STATEMENT HAS BEEN FILED.
8.10
OTHER NOTIFICATIONS. THE COMPANY SHALL PROMPTLY NOTIFY THE HOLDER
AT ANY TIME WHEN THE PROSPECTUS INCLUDED IN THE PIGGYBACK REGISTRATION, AS THEN
IN EFFECT, WOULD INCLUDE AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE
ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING IN THE LIGHT OF THE CIRCUMSTANCES THEN
EXISTING, AND AT THE REASONABLE REQUEST OF THE HOLDER PREPARE AND FURNISH TO IT
SUCH NUMBER OF COPIES OF A SUPPLEMENT TO OR AN AMENDMENT OF SUCH PROSPECTUS AS
MAY BE NECESSARY SO THAT, AS THEREAFTER DELIVERED TO THE PURCHASERS OF SUCH
REGISTRABLE SHARES, SUCH PROSPECTUS SHALL NOT INCLUDE AN UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE.
8.11
INDEMNIFICATION BY COMPANY. SUBJECT TO THE CONDITIONS SET FORTH
BELOW, THE COMPANY AGREES TO INDEMNIFY AND HOLD HARMLESS THE HOLDER FROM AND
AGAINST ANY AND ALL
8
LOSS, LIABILITY, CHARGE, CLAIM, DAMAGE, AND EXPENSE WHATSOEVER (WHICH SHALL
INCLUDE, FOR ALL PURPOSES OF THIS SECTION 8.11, BUT NOT BE LIMITED TO,
REASONABLE ATTORNEYS' FEES AND ANY AND ALL REASONABLE EXPENSES WHATSOEVER
INCURRED IN INVESTIGATING, PREPARING, OR DEFENDING AGAINST ANY LITIGATION,
COMMENCED OR THREATENED, OR ANY CLAIM