CONSENTS OF GOVERNMENTAL ENTITIES WHICH MAY BE
NECESSARY OR, IN THE REASONABLE OPINION OF THE PURCHASER OR THE COMPANY, AS THE
CASE MAY BE, ADVISABLE FOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT. THE PURCHASER SHALL (I) FILE, OR HAVE CAUSED TO BE FILED, ALL
NECESSARY FILINGS REQUIRED TO BE MADE BY THE PURCHASER UNDER THE HSR ACT IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AS SOON AS
REASONABLY PRACTICABLE FOLLOWING THE DATE HEREOF, AND (II) USE ALL COMMERCIALLY
REASONABLE EFFORTS TO HAVE SUCH FILINGS MADE WITHIN SEVEN (7) TRADING DAYS OF
THE DATE HEREOF.
7.
REGISTRATION RIGHTS.
7.1
REGISTRATION STATEMENT.
(A)
AS SOON AS COMMERCIALLY PRACTICABLE (BUT IN ANY EVENT WITHIN NINETY (90)
DAYS) FOLLOWING RECEIPT OF A WRITTEN REQUEST FROM THE PURCHASER, THE COMPANY
SHALL PREPARE AND FILE WITH THE SEC A SHELF REGISTRATION STATEMENT COVERING THE
RESALE OF ALL REGISTRABLE SECURITIES FOR AN OFFERING TO BE MADE ON A CONTINUOUS
BASIS PURSUANT TO RULE 415.
THE REGISTRATION STATEMENT SHALL BE ON FORM S-3
(EXCEPT IF THE COMPANY IS NOT THEN ELIGIBLE TO REGISTER FOR RESALE THE
REGISTRABLE SECURITIES ON FORM S-3, IN WHICH CASE SUCH REGISTRATION SHALL BE ON
ANOTHER APPROPRIATE FORM IN ACCORDANCE WITH THE SECURITIES ACT AND THE EXCHANGE
ACT).
(B)
THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE
SHELF REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE BY THE SEC AS PROMPTLY AS
POSSIBLE AFTER THE FILING THEREOF, AND SHALL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO KEEP THE REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE UNDER THE
SECURITIES ACT UNTIL THE EARLIER OF THE DATE THAT ALL SHARES COVERED BY SUCH
REGISTRATION STATEMENT HAVE BEEN SOLD OR CAN BE SOLD PUBLICLY UNDER RULE 144
(THE "EFFECTIVENESS PERIOD").
NOTWITHSTANDING THE FOREGOING, IF THE SEC, BY
WRITTEN OR ORAL COMMENT OR OTHERWISE, LIMITS THE COMPANY'S ABILITY TO REQUEST
EFFECTIVENESS, OR PROHIBITS THE EFFECTIVENESS OF, A REGISTRATION STATEMENT WITH
RESPECT TO ANY OR ALL THE REGISTRABLE SECURITIES PURSUANT TO RULE 415, IT SHALL
NOT BE A BREACH OR DEFAULT BY THE COMPANY UNDER THIS AGREEMENT AND SHALL NOT BE
DEEMED A FAILURE BY THE COMPANY TO USE COMMERCIALLY REASONABLE EFFORTS.
(C)
THE COMPANY SHALL NOTIFY THE PURCHASER IN WRITING PROMPTLY (AND IN ANY
EVENT WITHIN TWO TRADING DAYS) AFTER RECEIVING NOTIFICATION FROM THE SEC THAT
THE REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE.
(D)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AT ANY
TIME AFTER THE INITIAL REGISTRATION STATEMENT IS FILED AND DECLARED EFFECTIVE
PURSUANT TO THIS AGREEMENT, THE COMPANY MAY, BY WRITTEN NOTICE TO THE PURCHASER,
SUSPEND SALES UNDER A
16
REGISTRATION STATEMENT AFTER THE EFFECTIVE DATE THEREOF AND/OR REQUIRE THAT THE
PURCHASER IMMEDIATELY CEASE THE SALE OF SHARES OF COMMON STOCK PURSUANT THERETO
AND/OR DEFER THE FILING OF ANY SUBSEQUENT REGISTRATION STATEMENT IF THE BOARD OF
DIRECTORS DETERMINES IN GOOD FAITH, BY APPROPRIATE RESOLUTIONS, THAT, AS A
RESULT OF MATERIAL UNDISCLOSED INFORMATION OR EVENTS WITH RESPECT TO THE
COMPANY, IT WOULD BE DETRIMENTAL TO THE COMPANY (OTHER THAN AS RELATING SOLELY
TO