THE PUBLIC WITHOUT REGISTRATION; AND
(IV)
TAKE SUCH FURTHER ACTION AS ANY HOLDER MAY REASONABLY REQUEST, ALL
TO THE EXTENT REQUIRED FROM TIME TO TIME TO ENABLE SUCH HOLDER TO SELL
REGISTRABLE SECURITIES WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
(L)
AS USED IN THIS SECTION 4.5, THE FOLLOWING TERMS SHALL HAVE THE
FOLLOWING RESPECTIVE MEANINGS:
(I)
"HOLDER" MEANS THE INVESTOR AND ANY OTHER HOLDER OF REGISTRABLE
SECURITIES TO WHOM THE REGISTRATION RIGHTS CONFERRED BY THIS AGREEMENT HAVE BEEN
TRANSFERRED IN COMPLIANCE WITH SECTION 4.5(H) HEREOF.
(II)
"HOLDERS' COUNSEL" MEANS ONE COUNSEL FOR THE SELLING HOLDERS
CHOSEN BY HOLDERS HOLDING A MAJORITY INTEREST IN THE REGISTRABLE SECURITIES
BEING REGISTERED.
(III)
"REGISTER," "REGISTERED," AND "REGISTRATION" SHALL REFER TO A
REGISTRATION EFFECTED BY PREPARING AND (A) FILING A REGISTRATION STATEMENT OR
AMENDMENT THERETO IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE RULES AND
REGULATIONS THEREUNDER, AND THE DECLARATION OR ORDERING OF EFFECTIVENESS OF SUCH
REGISTRATION STATEMENT OR AMENDMENT THERETO OR (B) FILING A PROSPECTUS AND/OR
PROSPECTUS SUPPLEMENT IN RESPECT OF AN APPROPRIATE EFFECTIVE REGISTRATION
STATEMENT ON FORM S-3.
(IV)
"REGISTRABLE SECURITIES" MEANS (A) ALL PREFERRED SHARES, (B) THE
WARRANT (SUBJECT TO SECTION 4.5(Q)) AND (C) ANY EQUITY SECURITIES ISSUED OR
ISSUABLE DIRECTLY OR INDIRECTLY WITH RESPECT TO THE SECURITIES REFERRED TO IN
THE FOREGOING CLAUSES (A) OR (B) BY WAY OF CONVERSION, EXERCISE OR EXCHANGE
THEREOF, INCLUDING THE WARRANT SHARES, OR SHARE DIVIDEND OR SHARE SPLIT OR IN
CONNECTION WITH A COMBINATION OF SHARES, RECAPITALIZATION, RECLASSIFICATION,
MERGER, AMALGAMATION, ARRANGEMENT, CONSOLIDATION OR OTHER REORGANIZATION,
PROVIDED THAT, ONCE ISSUED, SUCH SECURITIES WILL NOT BE REGISTRABLE
27
SECURITIES WHEN (1) THEY ARE SOLD PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, (2) EXCEPT AS PROVIDED BELOW IN
SECTION 4.5(P), THEY MAY BE SOLD PURSUANT TO RULE 144 WITHOUT LIMITATION
THEREUNDER ON VOLUME OR MANNER OF SALE, (3) THEY SHALL HAVE CEASED TO BE
OUTSTANDING OR (4) THEY HAVE BEEN SOLD IN A PRIVATE TRANSACTION IN WHICH THE
TRANSFEROR'S RIGHTS UNDER THIS AGREEMENT ARE NOT ASSIGNED TO THE TRANSFEREE OF
THE SECURITIES.
NO REGISTRABLE SECURITIES MAY BE REGISTERED UNDER MORE THAN ONE
REGISTRATION STATEMENT AT ANY ONE TIME.
(V)
"REGISTRATION EXPENSES" MEAN ALL EXPENSES INCURRED BY THE COMPANY
IN EFFECTING ANY REGISTRATION PURSUANT TO THIS AGREEMENT (WHETHER OR NOT ANY
REGISTRATION OR PROSPECTUS BECOMES EFFECTIVE OR FINAL) OR OTHERWISE COMPLYING
WITH ITS OBLIGATIONS UNDER THIS SECTION 4.5, INCLUDING ALL REGISTRATION, FILING
AND LISTING FEES, PRINTING EXPENSES, FEES AND DISBURSEMENTS OF COUNSEL FOR THE
COMPANY, BLUE SKY FEES AND EXPENSES, EXPENSES INCURRED IN CONNECTION WITH ANY
"ROAD SHOW", THE REASONABLE FEES AND DISBURSEMENTS OF HOLDERS' COUNSEL, AND
EXPENSES OF THE COMPANY'S INDEPENDENT ACCOUNTANTS IN CONNECTION WITH ANY REGULAR
OR SPECIAL REVIEWS OR AUDITS INCIDENT TO OR REQUIRED BY ANY SUCH REGISTRATION,
BUT SHALL NOT INCLUDE SELLING EXPENSES.
(VI)
"RULE 144", "RULE 144A", "RULE 159A", "RULE 405" AND "RULE 415"
MEAN, IN EACH CASE, SUCH RULE PROMULGATED UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION), AS THE SAME SHALL BE AMENDED FROM TIME TO TIME.
(VII)