REGISTRATIONS PURSUANT TO THIS SECTION 4.
4.4.
IF THE COMPANY HAS PREVIOUSLY FILED A REGISTRATION STATEMENT WITH
RESPECT TO REGISTRABLE SECURITIES PURSUANT TO SECTION 2, SECTION 3 OR THIS
SECTION 4, AND IF SUCH PREVIOUS REGISTRATION HAS NOT BEEN WITHDRAWN OR
ABANDONED, THE COMPANY NEED NOT FILE OR CAUSE TO BE
8
EFFECTED ANY OTHER REGISTRATION OF ANY OF ITS EQUITY SECURITIES OR SECURITIES
CONVERTIBLE OR EXCHANGEABLE INTO OR EXERCISABLE FOR ITS EQUITY SECURITIES UNDER
THE SECURITIES ACT (EXCEPT ON FORM S-3 OR ANY SUCCESSOR FORM), WHETHER ON ITS
OWN BEHALF OR AT THE REQUEST OF ANY HOLDER OR HOLDERS OF SUCH SECURITIES, UNTIL
A PERIOD OF 180 DAYS HAS ELAPSED FROM THE EFFECTIVE DATE OF SUCH A PREVIOUS
REGISTRATION.
SECTION 5.
REGISTRATION PROCEDURES.
Whenever required under Section 2, Section 3 or Section 4 to effect the
registration of any Registrable Securities, the Company shall, as expeditiously
as practicable:
5.1.
PREPARE AND FILE WITH THE COMMISSION A REGISTRATION STATEMENT WITH
RESPECT TO SUCH REGISTRABLE SECURITIES AND USE THE COMPANY'S REASONABLE BEST
EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE; PROVIDED,
HOWEVER, THAT BEFORE FILING A REGISTRATION STATEMENT OR PROSPECTUS OR ANY
AMENDMENTS OR SUPPLEMENTS THERETO, INCLUDING DOCUMENTS INCORPORATED BY REFERENCE
AFTER THE INITIAL FILING OF THE REGISTRATION STATEMENT AND PRIOR TO
EFFECTIVENESS THEREOF, THE COMPANY SHALL FURNISH TO ONE FIRM OF COUNSEL FOR THE
SELLING HOLDERS COPIES OF ALL SUCH DOCUMENTS IN THE FORM SUBSTANTIALLY AS
PROPOSED TO BE FILED WITH THE COMMISSION AT LEAST FOUR BUSINESS DAYS PRIOR TO
FILING FOR REVIEW AND COMMENT BY SUCH COUNSEL.
5.2.
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND SUPPLEMENTS
TO SUCH REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH SUCH
REGISTRATION STATEMENT AS MAY BE NECESSARY TO COMPLY WITH THE PROVISIONS OF THE
SECURITIES ACT AND RULES THEREUNDER WITH RESPECT TO THE DISPOSITION OF ALL
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT.
IF THE REGISTRATION IS FOR
AN UNDERWRITTEN OFFERING, THE COMPANY SHALL AMEND THE REGISTRATION STATEMENT OR
SUPPLEMENT THE PROSPECTUS WHENEVER REQUIRED BY THE TERMS OF THE UNDERWRITING
AGREEMENT ENTERED INTO PURSUANT TO SECTION 6.2.
IF THE REGISTRATION IS FOR AN
UNDERWRITTEN OFFERING, AND IF ANY EVENT OR DEVELOPMENT OCCURS AS A RESULT OF
WHICH THE REGISTRATION STATEMENT OR PROSPECTUS CONTAINS A MISSTATEMENT OF A
MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, THE COMPANY SHALL
PROMPTLY NOTIFY EACH SELLING HOLDER, AMEND THE REGISTRATION STATEMENT OR
SUPPLEMENT THE PROSPECTUS SO THAT EACH WILL THEREAFTER COMPLY WITH THE
SECURITIES ACT AND FURNISH TO EACH SELLING HOLDER OF REGISTRABLE SECURITIES SUCH
AMENDED OR SUPPLEMENTED PROSPECTUS, WHICH EACH SUCH HOLDER SHALL THEREAFTER USE
IN THE TRANSFER OF REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION
STATEMENT.
PENDING SUCH AMENDMENT OR SUPPLEMENT EACH SUCH HOLDER SHALL CEASE
MAKING THE OFFERS OR TRANSFERS OF REGISTRABLE SECURITIES PURSUANT TO THE PRIOR
PROSPECTUS.
IN THE EVENT THAT ANY REGISTRABLE SECURITIES INCLUDED IN A
REGISTRATION STATEMENT SUBJECT TO, OR REQUIRED BY, THIS