EFFECT MORE THAN
THREE (3) DEMAND REGISTRATIONS, OR (B) EFFECT MORE THAN ONE (1) DEMAND
REGISTRATION WITHIN ANY TWELVE (12) MONTH PERIOD. NO DEMAND REGISTRATION WILL
COUNT FOR THE PURPOSES OF THE LIMITATIONS IN THIS SECTION 4.3(B) UNLESS THE
REGISTRATION HAS BEEN DECLARED OR ORDERED EFFECTIVE BY THE COMMISSION AND
REMAINS CONTINUOUSLY EFFECTIVE UNTIL THE EARLIER OF (X) THE DATE ON WHICH ALL
REGISTRABLE SECURITIES COVERED THEREBY HAVE BEEN SOLD PURSUANT TO SUCH
REGISTRATION (OR IF EARLIER, THE FIRST DATE ON WHICH NO REGISTRABLE SECURITIES
REMAIN OUTSTANDING) AND (Y) THE CLOSE OF BUSINESS ON THE 180TH DAY AFTER SUCH
REGISTRATION HAS BEEN DECLARED OR ORDERED EFFECTIVE BY THE COMMISSION.
(II)
THE COMPANY ALSO SHALL NOT BE REQUIRED TO EFFECT ANY DEMAND
REGISTRATION IF THE COMPANY HAS NOTIFIED THE INVESTOR OR INVESTORS MAKING THE
REGISTRATION REQUEST THAT, IN THE GOOD FAITH JUDGMENT OF THE COMPANY, IT WOULD
BE
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MATERIALLY DETRIMENTAL TO THE COMPANY FOR SUCH REGISTRATION TO BE EFFECTED AT
SUCH TIME, IN WHICH EVENT THE COMPANY SHALL HAVE THE RIGHT TO DEFER SUCH FILING
FOR A PERIOD OF NOT MORE THAN FORTY-FIVE (45) DAYS AFTER RECEIPT OF THE REQUEST
OF THE INVESTOR OR INVESTORS; PROVIDED THAT SUCH RIGHT TO DELAY A REQUEST
PURSUANT TO THIS SECTION 4.3(B)(II) SHALL BE EXERCISED BY THE COMPANY NOT MORE
THAN THREE TIMES IN ANY TWELVE (12) MONTH PERIOD AND NOT MORE THAN NINETY (90)
DAYS IN THE AGGREGATE IN SUCH TWELVE (12) MONTH PERIOD. IF THE COMPANY POSTPONES
THE FILING OF A PROSPECTUS OR THE EFFECTIVENESS OF A REGISTRATION STATEMENT
PURSUANT TO THIS SECTION 4.3(B)(II), AN INVESTOR OR INVESTORS WILL BE ENTITLED
TO WITHDRAW ITS OR THEIR REGISTRATION REQUEST AND, IF SUCH REQUEST IS WITHDRAWN,
SUCH REGISTRATION REQUEST WILL NOT COUNT FOR THE PURPOSES OF THE LIMITATION SET
FORTH IN THIS SECTION 4.3(B).
(C)
SELECTION OF UNDERWRITERS.
(I)
THE LEAD UNDERWRITER TO ADMINISTER THE OFFERING IN
CONNECTION WITH ANY DEMAND REGISTRATION WILL BE CHOSEN BY THE INVESTORS SUBJECT
TO THE PRIOR WRITTEN CONSENT, NOT TO BE UNREASONABLY DENIED, WITHHELD,
CONDITIONED OR DELAYED, OF THE COMPANY.
(II)
THE RIGHT OF ANY HOLDERS OF REGISTRABLE SECURITIES TO
REGISTRATION PURSUANT TO THIS SECTION 4.3 WILL BE CONDITIONED UPON SUCH HOLDERS
OF REGISTRABLE SECURITIES COMPLYING WITH SECTION 4.7 OF THIS AGREEMENT.
(D)
PRIORITY ON DEMAND REGISTRATIONS. THE COMPANY WILL NOT INCLUDE
IN ANY DEMAND REGISTRATION PURSUANT TO THIS SECTION 4.3 ANY SHARES OF COMMON
SHARES THAT ARE NOT REGISTRABLE SECURITIES, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE INVESTOR WHO DELIVERED THE REGISTRATION REQUEST. IF THE MANAGING UNDERWRITER
ADVISES THE COMPANY THAT IN ITS REASONABLE OPINION THE NUMBER OF REGISTRABLE
SECURITIES (AND, IF PERMITTED HEREUNDER, OTHER SHARES OF COMMON SHARES REQUESTED
TO BE INCLUDED IN SUCH OFFERING) EXCEEDS THE NUMBER OF SECURITIES THAT CAN BE
SOLD IN SUCH OFFERING WITHOUT ADVERSELY AFFECTING THE MARKETABILITY OF THE
OFFERING (INCLUDING AN ADVERSE EFFECT ON THE PER SHARE OFFERING PRICE), THE
COMPANY WILL INCLUDE IN SUCH OFFERING ONLY SUCH NUMBER OF SECURITIES THAT IN THE
REASONABLE OPINION OF SUCH UNDERWRITERS