SET FORTH OPPOSITE SUCH TERM:
Term
Section
Blackout Period
6
Common Stock
Recitals
Demand for Registration
3(c)
Demand Registration
3(a)
Demand Registration Statement
3(a)
Indemnified Party
10(d)
Indemnifying Party
10(d)
Maximum Number of Securities
3(b)
Notes
Recitals
Participating Demand Holders
3(a)
Participating Piggy-Back Holders
4(b)
Piggy-Back Registration
4(a)
Piggy-Back Registration Statement
4(a)
Purchase Agreement
Recitals
Purchasers
Recitals
Shelf Registration Statement
2
Warrants
Recitals
2.
SHELF REGISTRATION STATEMENT.
IF THE
COMPANY QUALIFIES FOR USE OF THE APPLICABLE FORM OF REGISTRATION STATEMENT,
WITHIN 90 DAYS AFTER THE DATE HEREOF, THE COMPANY SHALL FILE WITH THE SEC, AND
THEREAFTER USE ITS REASONABLE BEST EFFORTS TO HAVE DECLARED EFFECTIVE AS SOON AS
PRACTICABLE AFTER THE FILING THEREOF, A "SHELF" REGISTRATION STATEMENT (A "SHELF
REGISTRATION STATEMENT") ON FORM S-3 (OR ANY SUCCESSOR FORM) PURSUANT TO RULE
415 UNDER THE SECURITIES ACT OR ON SUCH OTHER FORM AS MAY BE APPROPRIATE UNDER
THE SECURITIES ACT, IN EACH CASE, COVERING THE
3
resale of all of the New Registrable Securities.
The Company shall, subject to
customary terms and conditions, use its reasonable best efforts to keep the
Shelf Registration Statement continuously effective from the date that such
Shelf Registration Statement is declared effective during the Effective Period
to the extent required to permit the disposition (in accordance with the
intended method or methods thereof, as aforesaid) of the New Registrable
Securities so registered.
3.
DEMAND REGISTRATION.
(A)
AFTER RECEIPT OF A WRITTEN REQUEST FROM ONE
OR MORE NEW HOLDERS REQUESTING THAT THE COMPANY EFFECT A REGISTRATION (A "DEMAND
REGISTRATION") UNDER THE SECURITIES ACT COVERING ALL OR PART OF THE REGISTRABLE
SECURITIES WHICH SPECIFIES THE INTENDED METHOD OR METHODS OF DISPOSITION THEREOF
AND THE NUMBER OF SHARES TO BE REGISTERED, THE COMPANY SHALL PROMPTLY NOTIFY ALL
HOLDERS IN WRITING OF THE RECEIPT OF SUCH REQUEST AND EACH SUCH HOLDER, IN LIEU
OF EXERCISING ITS RIGHTS UNDER SECTION 4 HEREOF, MAY ELECT (BY WRITTEN NOTICE
SENT TO THE COMPANY WITHIN TEN (10) BUSINESS DAYS FROM THE DATE OF SUCH HOLDER'S
RECEIPT OF THE AFOREMENTIONED NOTICE FROM THE COMPANY) TO HAVE ALL OR PART OF
SUCH HOLDER'S REGISTRABLE SECURITIES INCLUDED IN SUCH REGISTRATION THEREOF
PURSUANT TO THIS SECTION 3, AND SUCH HOLDER SHALL SPECIFY IN SUCH NOTICE THE
NUMBER OF REGISTRABLE SECURITIES THAT SUCH HOLDER ELECTS TO INCLUDE IN SUCH
REGISTRATION.
THEREUPON, THE COMPANY SHALL, AS EXPEDITIOUSLY AS IS PRACTICABLE,
BUT IN ANY EVENT NO LATER THAN THIRTY (30) DAYS (EXCLUDING ANY DAYS WHICH OCCUR
DURING A PERMITTED BLACKOUT PERIOD UNDER SECTION 6 BELOW) AFTER RECEIPT OF A
WRITTEN REQUEST FOR A DEMAND REGISTRATION, FILE WITH THE SEC AND USE ITS
REASONABLE BEST EFFORTS TO CAUSE TO BE DECLARED EFFECTIVE A REGISTRATION
STATEMENT (A "DEMAND REGISTRATION STATEMENT") RELATING TO ALL SHARES OF
REGISTRABLE SECURITIES THAT THE COMPANY HAS BEEN SO REQUESTED TO REGISTER BY
SUCH HOLDERS ("PARTICIPATING DEMAND HOLDERS") FOR SALE, TO THE EXTENT REQUIRED
TO PERMIT THE DISPOSITION (IN ACCORDANCE WITH THE INTENDED METHOD OR METHODS
THEREOF, AS AFORESAID) OF THE REGISTRABLE SECURITIES SO REGISTERED; PROVIDED,
HOWEVER, THAT