SUCH REGISTRATION AS AFORESAID.
(C)
ADDITIONAL LIMITATION.
EACH SECURITYHOLDER, IF REQUIRED BY THE
MANAGING UNDERWRITER IN AN UNDERWRITTEN OFFERING, AGREES NOT TO SELL OR OFFER
FOR PUBLIC SALE OR DISTRIBUTION INCLUDING, PURSUANT TO RULE 144, ANY OF SUCH
SECURITYHOLDER'S SHARES OF COMPANY COMMON STOCK WITHIN 15 DAYS PRIOR TO OR 180
DAYS (OR SUCH LESSER NUMBER OF DAYS AS THE MANAGING UNDERWRITER MAY REQUIRE OF
ANY SUCH SECURITYHOLDER) AFTER THE EFFECTIVE DATE OF ANY DEMAND REGISTRATION
(EXCEPT AS PART OF SUCH REGISTRATION).
(D)
LIMITATION ON SALES.
THE COMPANY AGREES NOT TO EFFECT ANY SALE OR
DISTRIBUTION OF ANY OF ITS EQUITY SECURITIES OR OF ANY SECURITY CONVERTIBLE INTO
OR EXCHANGEABLE OR EXERCISABLE FOR ANY EQUITY SECURITY (OTHER THAN SUCH SALE OR
DISTRIBUTION OF SUCH SECURITIES IN CONNECTION WITH ANY MERGER OR CONSOLIDATION
BY THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY OR THE ACQUISITION BY THE
COMPANY OR A SUBSIDIARY OF THE COMPANY OF THE CAPITAL STOCK OR SUBSTANTIALLY ALL
THE ASSETS OF ANY OTHER PERSON OR IN CONNECTION WITH AN EMPLOYEE STOCK OWNERSHIP
OR OTHER BENEFIT PLAN) DURING THE 15 DAYS PRIOR TO, AND DURING THE 180 DAY
PERIOD (OR SUCH SHORTER PERIOD AS THE MANAGING UNDERWRITER MAY REQUIRE) WHICH
BEGINS ON, THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED IN CONNECTION
WITH A DEMAND REGISTRATION (EXCEPT AS PART OF SUCH REGISTRATION).
SECTION 7.
REGISTRATION PROCEDURES.
IF AND WHENEVER THE COMPANY
IS REQUIRED TO USE ITS COMMERCIALLY REASONABLE EFFORTS TO EFFECT THE
REGISTRATION OF ANY REGISTRABLE SECURITIES UNDER THE SECURITIES ACT AS PROVIDED
IN THIS AGREEMENT, THE COMPANY WILL PROMPTLY:
(A)
PREPARE AND FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
"COMMISSION") A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES AND USE
ITS
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COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME
EFFECTIVE AND TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE UNTIL THE FINAL
DISPOSITION OF REGISTERED SHARES THEREUNDER;
(B)
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND
SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION
THEREWITH AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE AND
TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO THE
DISPOSITION OF ALL SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNTIL SUCH
TIME AS ALL OF SUCH SECURITIES HAVE BEEN DISPOSED OF IN ACCORDANCE WITH THE
INTENDED METHODS OF DISPOSITION BY THE SELLER OR SELLERS THEREOF SET FORTH IN
SUCH REGISTRATION STATEMENT, BUT IN NO EVENT FOR A PERIOD OF MORE THAN SIX
MONTHS AFTER SUCH REGISTRATION STATEMENT BECOMES EFFECTIVE;
(C)
AT LEAST FIVE BUSINESS DAYS BEFORE FILING WITH THE COMMISSION,
FURNISH TO COUNSEL (IF ANY) TO THE SELLING SECURITYHOLDERS IN SUCH REGISTRATION
COPIES OF ALL DOCUMENTS PROPOSED TO BE FILED WITH THE COMMISSION IN CONNECTION
WITH SUCH REGISTRATION, WHICH DOCUMENTS WILL BE SUBJECT TO THE REVIEW OF SUCH
COUNSEL;
(D)
FURNISH TO EACH SELLING SECURITYHOLDER SUCH NUMBER OF CONFORMED
COPIES OF SUCH REGISTRATION STATEMENT AND OF EACH AMENDMENT AND SUPPLEMENT
THERETO (IN EACH CASE INCLUDING ALL EXHIBITS, EXCEPT THAT THE COMPANY SHALL