THE COMPANY SHALL HAVE
THE RIGHT TO POSTPONE, TERMINATE OR WITHDRAW ANY REGISTRATION INITIATED BY IT
UNDER THIS SECTION 3 PRIOR TO THE EFFECTIVENESS OF SUCH REGISTRATION WHETHER OR
NOT THE HOLDERS HAVE ELECTED TO INCLUDE REGISTRABLE SECURITIES IN SUCH
REGISTRATION.
SECTION 4.
REGISTRATION PROCEDURES.
IN CONNECTION WITH THE COMPANY'S
REGISTRATION OBLIGATIONS PURSUANT TO, AND SUBJECT TO THE TERMS AND CONDITIONS
CONTAINED IN, SECTIONS 2 AND 3, THE COMPANY WILL USE ITS REASONABLE BEST EFFORTS
TO EFFECT SUCH REGISTRATIONS TO PERMIT THE SALE OF SUCH REGISTRABLE SECURITIES
IN ACCORDANCE WITH THE INTENDED METHOD OR METHODS OF DISPOSITION THEREOF, AND
PURSUANT THERETO THE COMPANY WILL AS EXPEDITIOUSLY AS REASONABLY PRACTICABLE,
AND IN EACH CASE TO THE EXTENT APPLICABLE:
(A)
PREPARE AND FILE WITH THE SEC A REGISTRATION STATEMENT OR
REGISTRATION STATEMENTS ON ANY APPROPRIATE FORM UNDER THE SECURITIES ACT
AVAILABLE FOR THE SALE OF THE REGISTRABLE SECURITIES BY THE HOLDERS THEREOF IN
ACCORDANCE WITH THE INTENDED METHOD OR METHODS OF DISTRIBUTION THEREOF, AND USE
REASONABLE EFFORTS TO CAUSE EACH SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE
AND REMAIN EFFECTIVE AS PROVIDED HEREIN; PROVIDED, HOWEVER, THAT BEFORE FILING A
REGISTRATION STATEMENT OR PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS THERETO
(INCLUDING DOCUMENTS THAT WOULD BE INCORPORATED OR DEEMED TO BE INCORPORATED
THEREIN BY REFERENCE) THE COMPANY WILL FURNISH TO (I) THE HOLDERS HOLDING
REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT, (II) NOT MORE
THAN ONE COUNSEL CHOSEN BY HOLDERS HOLDING A MAJORITY OF THE REGISTRABLE
SECURITIES INCLUDED IN THE DEMAND NOTICE OR, IN THE CASE OF A PIGGYBACK
REGISTRATION, THE HOLDERS HOLDING A MAJORITY OF THE REGISTRABLE SECURITIES BEING
REGISTERED ("SPECIAL COUNSEL") AND (III) THE MANAGING UNDERWRITERS, IF ANY,
COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE FILED, WHICH DOCUMENTS WILL BE
SUBJECT TO THE REVIEW OF SUCH HOLDERS, SUCH SPECIAL COUNSEL AND SUCH
UNDERWRITERS, AND THE COMPANY WILL NOT FILE ANY SUCH REGISTRATION STATEMENT OR
AMENDMENT THERETO OR ANY PROSPECTUS OR ANY SUPPLEMENT THERETO (EXCLUDING SUCH
DOCUMENTS THAT, UPON FILING, WILL BE INCORPORATED OR DEEMED TO BE INCORPORATED
BY REFERENCE THEREIN) TO WHICH THE HOLDERS HOLDING A MAJORITY OF THE REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT OR THE MANAGING UNDERWRITER,
IF ANY, SHALL REASONABLY OBJECT.
(B)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND
POST-EFFECTIVE AMENDMENTS TO EACH REGISTRATION STATEMENT AS MAY BE NECESSARY TO
KEEP SUCH REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE FOR THE APPLICABLE
EFFECTIVENESS PERIOD SPECIFIED IN SECTION 2; CAUSE THE RELATED PROSPECTUS TO BE
SUPPLEMENTED BY ANY REQUIRED PROSPECTUS SUPPLEMENT, AND AS SO SUPPLEMENTED TO BE
FILED PURSUANT TO RULE 424 (OR ANY SIMILAR PROVISIONS THEN IN FORCE) UNDER THE
SECURITIES ACT; AND COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH
RESPECT TO THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH REGISTRATION
STATEMENT DURING THE APPLICABLE EFFECTIVENESS PERIOD IN ACCORDANCE WITH THE
INTENDED METHODS OF DISPOSITION BY THE SELLERS THEREOF SET FORTH IN SUCH
REGISTRATION STATEMENT AS SO AMENDED OR IN SUCH PROSPECTUS AS SO SUPPLEMENTED.
(C)
NOTIFY THE SELLING HOLDERS AND THE MANAGING UNDERWRITERS,
IF ANY, REASONABLY