BUSINESS DAYS AFTER SUCH DATE OR (Y) THIRTY (30) BUSINESS DAYS AFTER THE
EXPIRATION OF ANY DEFERRAL PERIOD IN EFFECT WHEN THE NOTICE AND QUESTIONNAIRE IS
DELIVERED OR PUT INTO EFFECT WITHIN TEN (10) BUSINESS DAYS OF SUCH DELIVERY
DATE:
(I)
IF REQUIRED BY APPLICABLE LAW, FILE WITH
THE SEC A POST-EFFECTIVE AMENDMENT TO THE SHELF REGISTRATION STATEMENT OR
PREPARE AND, IF REQUIRED BY APPLICABLE LAW, FILE A SUPPLEMENT TO THE RELATED
PROSPECTUS OR A SUPPLEMENT OR AMENDMENT TO ANY DOCUMENT INCORPORATED THEREIN BY
REFERENCE OR FILE ANY OTHER REQUIRED DOCUMENT SO THAT SUCH NOTICE HOLDER IS
NAMED AS A SELLING SECURITYHOLDER IN THE SHELF REGISTRATION STATEMENT AND THE
RELATED PROSPECTUS IN SUCH A MANNER AS TO PERMIT SUCH NOTICE HOLDER TO DELIVER
SUCH PROSPECTUS TO PURCHASERS OF ITS REGISTRABLE SECURITIES IN ACCORDANCE WITH
APPLICABLE LAW AND THE PLAN OF DISTRIBUTION SET FORTH IN THE PROSPECTUS AND, IF
THE COMPANY SHALL FILE A POST-EFFECTIVE AMENDMENT TO THE SHELF REGISTRATION
STATEMENT, USE ITS REASONABLE BEST EFFORTS TO CAUSE SUCH POST-EFFECTIVE
AMENDMENT TO BE DECLARED EFFECTIVE UNDER THE SECURITIES ACT AS PROMPTLY AS IS
PRACTICABLE, BUT IN ANY EVENT BY THE DATE (AS SUCH DATE MAY BE EXTENDED AS SET
FORTH IN THIS SECTION 2 BELOW, THE "AMENDMENT EFFECTIVENESS DEADLINE DATE") THAT
IS SIXTY (60) DAYS AFTER THE DATE SUCH POST-EFFECTIVE AMENDMENT IS FILED;
(II)
PROVIDE SUCH NOTICE HOLDER COPIES OF ANY
DOCUMENTS FILED PURSUANT TO SECTION 2(D)(I); AND
(III)
NOTIFY SUCH NOTICE HOLDER AS PROMPTLY AS
REASONABLY PRACTICABLE AFTER THE EFFECTIVENESS UNDER THE SECURITIES ACT OF ANY
POST-EFFECTIVE AMENDMENT FILED PURSUANT TO SECTION 2(D)(I);
4
provided, that if such Notice and Questionnaire is delivered during a Deferral
Period, the Company shall so inform the Notice Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Deferral Period in accordance with
Section 4(h).
Notwithstanding anything contained herein to the contrary, (i)
the Company shall be under no obligation to name any Holder that is not a Notice
Holder as a selling securityholder in any Registration Statement or related
Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended
by up to ten (10) Business Days from the expiration of a Deferral Period (and
the Company shall incur no obligation to pay Additional Interest during such
extension) if such Deferral Period shall be in effect on the Amendment
Effectiveness Deadline Date.
3.
Additional Interest.
The parties
hereto agree that the Holders of Registrable Securities will suffer damages, and
that it would not be feasible to ascertain the extent of such damages with
precision, if, other than as permitted hereunder,
(A)
THE INITIAL SHELF REGISTRATION STATEMENT
HAS NOT BEEN FILED ON OR PRIOR TO THE FILING DEADLINE DATE,
(B)
THE INITIAL SHELF REGISTRATION STATEMENT HAS
NOT BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT ON OR PRIOR TO THE
EFFECTIVENESS DEADLINE DATE,
(C)
THE AGGREGATE DURATION OF DEFERRAL PERIODS
IN ANY PERIOD EXCEEDS THE NUMBER OF DAYS PERMITTED IN