UNDERWRITTEN PUBLIC OFFERING ARE IN CONFLICT WITH
THE FOREGOING PROVISIONS, THE PROVISIONS IN THE UNDERWRITING AGREEMENT SHALL
CONTROL.
(F)
UNLESS OTHERWISE SUPERCEDED BY AN UNDERWRITING AGREEMENT ENTERED
INTO IN CONNECTION WITH THE UNDERWRITTEN PUBLIC OFFERING, THE OBLIGATIONS OF THE
COMPANY AND THE HOLDERS UNDER THIS SECTION 2.8 SHALL SURVIVE THE COMPLETION OF
ANY OFFERING OF REGISTRABLE
8
SECURITIES IN A REGISTRATION STATEMENT UNDER THIS SECTION 2, AND OTHERWISE AND
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
2.9.
TRANSFER OF SHARES AFTER REGISTRATION;
SUSPENSION.
THE RIGHTS SET FORTH IN THIS SECTION 2 SHALL TERMINATE AS TO ANY
HOLDER, WHEN THE REGISTRABLE SECURITIES HELD BY SUCH HOLDER COULD BE SOLD
WITHOUT VOLUME RESTRICTIONS UNDER SEC RULE 144.
(A)
EACH HOLDER AGREES THAT IT WILL NOT EFFECT ANY DISPOSITION OF THE
REGISTRABLE SECURITIES THAT WOULD CONSTITUTE A SALE WITHIN THE MEANING OF THE
SECURITIES ACT EXCEPT AS CONTEMPLATED IN THE REGISTRATION STATEMENT REFERRED TO
HEREIN, OR AS OTHERWISE PERMITTED BY LAW, AND THAT IT WILL PROMPTLY NOTIFY THE
COMPANY OF ANY CHANGE IN ANY INFORMATION IN ITS QUESTIONNAIRE UNTIL SUCH TIME AS
SUCH HOLDER HAS SOLD ALL OF ITS REGISTRABLE SECURITIES OR UNTIL THE COMPANY IS
NO LONGER REQUIRED TO KEEP THE REGISTRATION STATEMENT EFFECTIVE.
PRIOR TO ANY
PROPOSED TRANSFER OF ANY REGISTRABLE SECURITIES OTHER THAN PURSUANT TO THE
REGISTRATION STATEMENT OR RULE 144, THE HOLDER PROPOSING TO MAKE SUCH TRANSFER
SHALL GIVE WRITTEN NOTICE TO THE COMPANY OF SUCH HOLDER'S INTENTION TO EFFECT
SUCH TRANSFER, WHICH NOTICE SHALL SET FORTH THE DATE OF SUCH PROPOSED TRANSFER.
SUCH HOLDER ALSO SHALL FURNISH TO THE COMPANY (I) A WRITTEN AGREEMENT BY THE
PROPOSED TRANSFEREE THAT IT IS TAKING AND HOLDING THE SAME SUBJECT TO THE TERMS
AND CONDITIONS SPECIFIED IN THIS AGREEMENT AND (II) A WRITTEN OPINION OF SUCH
HOLDER'S COUNSEL, IN A FORM REASONABLY SATISFACTORY TO THE COMPANY, TO THE
EFFECT THAT THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT.
(B)
EXCEPT IN THE EVENT THAT PARAGRAPH (C) BELOW APPLIES, THE COMPANY
SHALL:
(I)
IF IT DEEMS NECESSARY, PREPARE AND FILE FROM TIME TO TIME
WITH THE SEC ONE OR MORE POST-EFFECTIVE AMENDMENTS TO THE REGISTRATION STATEMENT
OR SUPPLEMENTS TO THE RELATED PROSPECTUS SO THAT SUCH REGISTRATION STATEMENT
WILL NOT CONTAIN 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, AND SO THAT, AS THEREAFTER DELIVERED TO PURCHASERS OF
THE REGISTRABLE SECURITIES BEING SOLD THEREUNDER, SUCH PROSPECTUS WILL NOT
CONTAIN 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, IN
THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; AND
(II)
AS SOON AS PRACTICABLE PROVIDE TO EACH HOLDER COPIES OF ANY
DOCUMENTS FILED PURSUANT TO THE PRECEDING SECTION 2.09(B)(1).
(C)
SUBJECT TO PARAGRAPH (D) BELOW, IN THE EVENT OF:
(I)
ANY REQUEST BY THE SEC OR ANY OTHER