SECTION 2.3 HEREIN SHALL BE BORNE BY THE COMPANY.
ALL
SELLING EXPENSES INCURRED IN CONNECTION WITH ANY REGISTRATIONS HEREUNDER, SHALL
BE BORNE BY THE HOLDERS OF THE SECURITIES SO REGISTERED PRO RATA ON THE BASIS OF
THE NUMBER OF SHARES SO REGISTERED.
THE COMPANY SHALL NOT, HOWEVER, BE REQUIRED
TO PAY FOR EXPENSES OF ANY REGISTRATION PROCEEDING BEGUN PURSUANT TO SECTION
2.2, THE REQUEST OF WHICH HAS BEEN SUBSEQUENTLY WITHDRAWN BY THE INITIATING
HOLDERS UNLESS (A) THE WITHDRAWAL IS BASED UPON MATERIAL ADVERSE INFORMATION
CONCERNING THE COMPANY OF WHICH THE INITIATING HOLDERS WERE NOT AWARE AT THE
TIME OF SUCH REQUEST, OR (B) THE HOLDERS OF A MAJORITY OF REGISTRABLE SECURITIES
AGREE TO FORFEIT THEIR RIGHT TO REQUEST REGISTRATION PURSUANT TO SECTION 2.2, IN
WHICH EVENT SUCH RIGHT SHALL BE FORFEITED BY ALL HOLDERS.
IF THE HOLDERS ARE
REQUIRED TO PAY THE REGISTRATION EXPENSES, SUCH EXPENSES SHALL BE BORNE BY THE
HOLDERS OF SECURITIES (INCLUDING REGISTRABLE SECURITIES) REQUESTING SUCH
REGISTRATION IN PROPORTION TO THE NUMBER OF SHARES FOR WHICH REGISTRATION WAS
REQUESTED.
IF THE COMPANY IS REQUIRED TO PAY THE REGISTRATION EXPENSES OF A
WITHDRAWN OFFERING PURSUANT TO CLAUSE (A) ABOVE, THEN THE HOLDERS SHALL NOT
FORFEIT THEIR RIGHTS PURSUANT TO SECTION 2.2 TO A DEMAND REGISTRATION.
2.5.
OBLIGATIONS OF THE COMPANY.
WHENEVER REQUIRED TO EFFECT THE
REGISTRATION OF ANY REGISTRABLE SECURITIES, THE COMPANY SHALL, AS EXPEDITIOUSLY
AS REASONABLY POSSIBLE:
(A)
PREPARE AND FILE WITH THE SEC A REGISTRATION STATEMENT WITH
RESPECT TO SUCH REGISTRABLE SECURITIES AND USE ALL REASONABLE EFFORTS TO CAUSE
SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE, AND, UPON THE REQUEST OF THE
HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES REGISTERED THEREUNDER, KEEP
SUCH REGISTRATION STATEMENT EFFECTIVE FOR UP TO THIRTY (30) DAYS OR, IF EARLIER,
UNTIL THE HOLDER OR HOLDERS HAVE COMPLETED THE DISTRIBUTION RELATED THERETO;
PROVIDED, HOWEVER, THAT AT ANY TIME, UPON WRITTEN NOTICE TO THE PARTICIPATING
HOLDERS AND FOR A PERIOD NOT TO EXCEED SIXTY (60) DAYS THEREAFTER (THE
"SUSPENSION PERIOD"), THE COMPANY MAY DELAY THE FILING OR EFFECTIVENESS OF ANY
REGISTRATION STATEMENT OR SUSPEND THE USE OR EFFECTIVENESS OF ANY REGISTRATION
STATEMENT (AND THE INITIATING HOLDERS HEREBY AGREE NOT TO OFFER OR SELL ANY
REGISTRABLE SECURITIES PURSUANT TO SUCH REGISTRATION STATEMENT DURING THE
SUSPENSION PERIOD) IF THE COMPANY REASONABLY
6
BELIEVES THAT THE COMPANY MAY, IN THE ABSENCE OF SUCH DELAY OR SUSPENSION
HEREUNDER, BE REQUIRED UNDER STATE OR FEDERAL SECURITIES LAWS TO DISCLOSE ANY
CORPORATE DEVELOPMENT THE DISCLOSURE OF WHICH COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT UPON THE COMPANY, ITS STOCKHOLDERS, A POTENTIALLY
SIGNIFICANT TRANSACTION OR EVENT INVOLVING THE COMPANY, OR ANY NEGOTIATIONS,
DISCUSSIONS, OR PROPOSALS DIRECTLY RELATING THERETO.
IN THE EVENT THAT THE
COMPANY SHALL EXERCISE ITS RIGHT TO DELAY OR SUSPEND THE FILING OR EFFECTIVENESS
OF A REGISTRATION HEREUNDER, THE APPLICABLE TIME PERIOD DURING WHICH THE
REGISTRATION STATEMENT IS TO REMAIN EFFECTIVE SHALL BE EXTENDED BY A PERIOD OF
TIME EQUAL TO THE DURATION OF THE SUSPENSION PERIOD.
IF SO DIRECTED BY THE
COMPANY, ALL