ON FORM S-3 PROMPTLY AFTER SUCH FORM IS AVAILABLE,
PROVIDED THAT THE COMPANY SHALL MAINTAIN THE EFFECTIVENESS OF THE REGISTRATION
STATEMENT THEN IN EFFECT UNTIL SUCH TIME AS A REGISTRATION STATEMENT ON FORM S-3
COVERING THE REGISTRABLE SECURITIES HAS BEEN DECLARED EFFECTIVE BY THE
COMMISSION.
(g)
To the extent that a Holder has the right, pursuant to the terms
of an agreement entered into with the Company prior to the date hereof, to cause
the Company to register any securities issued by the Company (the "Prior
Registration Rights"), such Holder hereby waives the Prior Registration Rights
and acknowledges and agrees that the only such registration rights such Holder
has shall be set forth in this Agreement.
3.
REGISTRATION PROCEDURES.
In connection with the Company's registration obligations hereunder, the Company
shall:
(A)
NOT LESS THAN FIVE (5) TRADING DAYS PRIOR TO THE FILING OF A
REGISTRATION STATEMENT AND NOT LESS THAN ONE (1) TRADING DAY PRIOR TO THE FILING
OF ANY RELATED PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO (EXCEPT FOR
ANNUAL REPORTS ON FORM 10-K, QUARTERLY REPORTS ON FORM 10-Q AND CURRENT REPORTS
ON FORM 8-K AND ANY SIMILAR OR SUCCESSOR REPORTS), THE COMPANY SHALL, FURNISH TO
THE HOLDER COPIES OF SUCH REGISTRATION STATEMENT, PROSPECTUS OR AMENDMENT OR
SUPPLEMENT THERETO, AS PROPOSED TO BE FILED, WHICH DOCUMENTS WILL BE SUBJECT TO
THE REVIEW OF SUCH HOLDER (IT BEING ACKNOWLEDGED AND AGREED THAT IF A HOLDER
DOES NOT OBJECT TO OR COMMENT ON THE AFOREMENTIONED DOCUMENTS WITHIN SUCH FIVE
(5) TRADING DAY OR ONE (1) TRADING DAY PERIOD, AS THE CASE MAY BE, THEN THE
HOLDER SHALL BE DEEMED TO HAVE CONSENTED TO AND APPROVED THE USE OF SUCH
DOCUMENTS).
THE COMPANY SHALL NOT FILE ANY REGISTRATION STATEMENT OR AMENDMENT
OR SUPPLEMENT THERETO IN A FORM TO WHICH A HOLDER REASONABLY OBJECTS IN GOOD
FAITH, PROVIDED THAT, THE COMPANY IS NOTIFIED OF SUCH OBJECTION IN WRITING
WITHIN THE FIVE (5) TRADING DAY OR ONE (1) TRADING DAY PERIOD DESCRIBED ABOVE,
AS APPLICABLE.
(B)
(I)
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS
(INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS, TO EACH REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO
KEEP SUCH REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AS TO THE APPLICABLE
REGISTRABLE SECURITIES FOR ITS EFFECTIVENESS PERIOD (EXCEPT DURING AN ALLOWABLE
GRACE PERIOD); (II) CAUSE THE RELATED PROSPECTUS TO BE AMENDED OR SUPPLEMENTED
BY ANY REQUIRED PROSPECTUS SUPPLEMENT (SUBJECT TO THE TERMS OF THIS AGREEMENT),
AND, AS SO SUPPLEMENTED OR AMENDED, TO BE FILED PURSUANT TO RULE 424 (EXCEPT
DURING AN ALLOWABLE GRACE PERIOD); (III) RESPOND AS PROMPTLY AS REASONABLY
PRACTICABLE TO ANY COMMENTS RECEIVED FROM THE COMMISSION WITH RESPECT TO EACH
REGISTRATION STATEMENT OR ANY AMENDMENT THERETO AND, AS PROMPTLY AS REASONABLY
POSSIBLE, PROVIDE THE HOLDERS TRUE AND COMPLETE COPIES OF ALL CORRESPONDENCE
FROM AND TO THE COMMISSION RELATING TO SUCH REGISTRATION STATEMENT THAT PERTAINS
TO THE HOLDERS AS "SELLING STOCKHOLDERS" BUT NOT ANY COMMENTS THAT WOULD RESULT
IN THE DISCLOSURE TO THE HOLDERS OF MATERIAL AND NON-PUBLIC