OBLIGATED TO EFFECT
24
MORE THAN TWO (2) SUCH DEMAND REGISTRATIONS FOR TH AND ITS PERMITTED TRANSFEREES
AND TWO (2) SUCH DEMAND REGISTRATIONS FOR PCLN SUB AND ITS PERMITTED
TRANSFEREES.
IF AT THE TIME OF ANY REQUEST TO REGISTER REGISTRABLE SECURITIES
PURSUANT TO THIS SECTION 6.02(A), THE COMPANY IS ENGAGED IN, OR HAS FIXED PLANS
TO ENGAGE IN WITHIN NINETY (90) DAYS OF THE TIME OF SUCH REQUEST, A REGISTERED
PUBLIC OFFERING OR IS ENGAGED IN ANY OTHER ACTIVITY WHICH, IN THE GOOD FAITH
DETERMINATION OF THE BOARD, WOULD BE ADVERSELY AFFECTED IN ANY MATERIAL RESPECT
BY THE DEMAND REGISTRATION, THEN THE COMPANY MAY AT ITS OPTION DIRECT THAT SUCH
REQUEST BE DELAYED FOR A REASONABLE PERIOD NOT IN EXCESS OF NINETY (90) DAYS
FROM THE EFFECTIVE DATE OF SUCH OFFERING OR THE DATE OF COMPLETION OF SUCH OTHER
MATERIAL ACTIVITY, AS THE CASE MAY BE, SUCH RIGHT TO DELAY A REQUEST TO BE
EXERCISED BY THE COMPANY NOT MORE THAN ONCE IN ANY ONE (1) YEAR PERIOD.
IN
ADDITION, THE COMPANY SHALL NOT BE REQUIRED TO FILE ANY REGISTRATION STATEMENT
(I) WITHIN NINETY (90) DAYS AFTER THE EFFECTIVE DATE OF ANY OTHER REGISTRATION
STATEMENT OF THE COMPANY OR (II) IF THE DESIGNATED HOLDER REQUESTING SUCH
REGISTRATION (THE "INITIATING HOLDER") PROPOSES TO SELL REGISTRABLE SECURITIES
AT AN AGGREGATE PRICE (CALCULATED BASED ON THE MARKET PRICE OF THE REGISTRABLE
SECURITIES ON THE DATE OF FILING OF THE REGISTRATION STATEMENT IN RESPECT OF
REGISTRABLE SECURITIES) TO THE PUBLIC OF LESS THAN US$10,000,000.
EACH REQUEST
FOR A DEMAND REGISTRATION BY THE INITIATING HOLDER SHALL STATE THE AMOUNT OF THE
REGISTRABLE SECURITIES PROPOSED TO BE SOLD AND THE INTENDED METHOD OF
DISPOSITION THEREOF.
(B)
INCIDENTAL OR "PIGGY-BACK" RIGHTS WITH RESPECT TO A DEMAND
REGISTRATION.
EACH OF THE DESIGNATED HOLDERS (OTHER THAN THE INITIATING HOLDER
WHICH HAS REQUESTED A REGISTRATION UNDER SECTION 6.02(A) ABOVE) MAY OFFER ITS
REGISTRABLE SECURITIES UNDER ANY DEMAND REGISTRATION PURSUANT TO THIS
SECTION 6.02(B).
WITHIN TEN (10) BUSINESS DAYS AFTER THE RECEIPT OF A REQUEST
FOR A DEMAND REGISTRATION FROM AN INITIATING HOLDER (UNLESS SUCH REQUEST IS
DELAYED PURSUANT TO SECTION 6.02(A) ABOVE), THE COMPANY SHALL (I) GIVE WRITTEN
NOTICE THEREOF TO ALL OF THE DESIGNATED HOLDERS (OTHER THAN THE INITIATING
HOLDER WHICH HAS REQUESTED A REGISTRATION UNDER SECTION 6.02(A)) AND (II)
SUBJECT TO SECTION 6.02(E), INCLUDE IN SUCH REGISTRATION ALL OF THE REGISTRABLE
SECURITIES HELD BY SUCH DESIGNATED HOLDERS FROM WHOM THE COMPANY HAS RECEIVED A
WRITTEN REQUEST FOR INCLUSION THEREIN WITHIN TEN (10) BUSINESS DAYS OF THE
RECEIPT BY SUCH DESIGNATED HOLDERS OF SUCH WRITTEN NOTICE REFERRED TO IN CLAUSE
(I) ABOVE.
IN CONNECTION WITH ANY INCIDENTAL REGISTRATION UNDER THIS
SECTION 6.02(B) INVOLVING AN UNDERWRITTEN OFFERING, THE COMPANY SHALL NOT BE
REQUIRED TO INCLUDE ANY REGISTRABLE SECURITIES IN SUCH UNDERWRITTEN OFFERING
UNLESS SUCH DESIGNATED HOLDERS THEREOF ACCEPT THE TERMS OF THE UNDERWRITTEN
OFFERING AS AGREED UPON BETWEEN THE COMPANY, THE INITIATING HOLDER AND THE
APPROVED UNDERWRITER, AND THEN ONLY IN SUCH QUANTITY AS THE APPROVED UNDERWRITER
BELIEVES WILL