WITH THE PROSPECTUS DELIVERY REQUIREMENTS OF THE
SECURITIES ACT AS APPLICABLE TO IT IN CONNECTION WITH SALES OF REGISTRABLE
SECURITIES PURSUANT TO A REGISTRATION STATEMENT.
(D)
DISCONTINUED DISPOSITION. EACH HOLDER AGREES
BY ITS ACQUISITION OF SUCH REGISTRABLE SECURITIES THAT, UPON RECEIPT OF A NOTICE
FROM THE COMPANY OF THE OCCURRENCE OF ANY EVENT OF THE KIND DESCRIBED IN
SECTION 3(C), SUCH HOLDER WILL FORTHWITH DISCONTINUE DISPOSITION OF SUCH
REGISTRABLE SECURITIES UNDER A REGISTRATION STATEMENT UNTIL SUCH HOLDER'S
RECEIPT OF THE COPIES OF THE SUPPLEMENTED PROSPECTUS AND/OR AMENDED REGISTRATION
STATEMENT, OR UNTIL IT IS ADVISED IN WRITING (THE "ADVICE") BY THE COMPANY THAT
THE USE OF THE APPLICABLE PROSPECTUS MAY BE RESUMED, AND, IN EITHER CASE, HAS
RECEIVED COPIES OF ANY ADDITIONAL OR SUPPLEMENTAL FILINGS THAT ARE INCORPORATED
OR DEEMED TO BE INCORPORATED BY REFERENCE IN SUCH PROSPECTUS OR REGISTRATION
STATEMENT.
THE COMPANY WILL USE ITS BEST EFFORTS TO ENSURE THAT THE USE OF THE
PROSPECTUS MAY BE RESUMED AS PROMPTLY AS IT PRACTICABLE.
THE COMPANY AGREES AND
ACKNOWLEDGES THAT ANY PERIODS DURING WHICH THE HOLDER IS REQUIRED TO DISCONTINUE
THE DISPOSITION OF THE REGISTRABLE SECURITIES HEREUNDER SHALL BE SUBJECT TO THE
PROVISIONS OF SECTION 2(C).
(E)
PIGGY-BACK REGISTRATIONS. IF AT ANY TIME
DURING THE EFFECTIVENESS PERIOD THERE IS NOT AN EFFECTIVE REGISTRATION STATEMENT
COVERING ALL OF THE REGISTRABLE SECURITIES AND THE COMPANY SHALL DETERMINE TO
PREPARE AND FILE WITH THE COMMISSION A REGISTRATION STATEMENT RELATING TO AN
OFFERING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF OTHERS UNDER THE SECURITIES ACT
OF ANY OF ITS EQUITY SECURITIES, OTHER THAN ON FORM S-4 OR FORM S-8 (EACH AS
PROMULGATED UNDER THE SECURITIES ACT) OR THEIR THEN EQUIVALENTS RELATING TO
EQUITY SECURITIES TO BE ISSUED SOLELY IN CONNECTION WITH ANY ACQUISITION OF ANY
ENTITY OR BUSINESS OR EQUITY SECURITIES ISSUABLE IN CONNECTION WITH STOCK OPTION
OR OTHER EMPLOYEE BENEFIT PLANS, THEN THE COMPANY SHALL SEND TO THE HOLDER
WRITTEN NOTICE OF SUCH DETERMINATION AND, IF WITHIN TWENTY DAYS AFTER RECEIPT OF
SUCH NOTICE, THE HOLDER SHALL SO REQUEST IN WRITING, THE COMPANY SHALL INCLUDE
IN SUCH REGISTRATION STATEMENT ALL OR ANY PART OF SUCH REGISTRABLE SECURITIES
SUCH HOLDER REQUESTS TO BE REGISTERED, SUBJECT TO CUSTOMARY UNDERWRITER CUTBACKS
APPLICABLE TO ALL HOLDERS OF REGISTRATION RIGHTS, IF ANY, DUE TO A REASONABLE
OBJECTION FROM THE UNDERWRITERS THAT THE INCLUSION OF SUCH REGISTRABLE
SECURITIES WOULD MATERIALLY ADVERSELY AFFECT THE CONTEMPLATED OFFERING;
PROVIDED, HOWEVER, THAT, REGISTRABLE SECURITIES OF SUCH HOLDER AND SECURITIES OF
OTHER HOLDERS OF REGISTRATION RIGHTS SHALL CONSTITUTE A MINIMUM OF 30% OF THE
SECURITIES TO BE REGISTERED ON SUCH REGISTRATION STATEMENT; PROVIDED, FURTHER,
THAT NO OTHER STOCKHOLDER'S SECURITIES ARE INCLUDED IN SUCH OFFERING IN WHICH A
HOLDER'S REGISTRABLE SECURITIES ARE CUTBACK AND PROVIDED, FURTHER, THAT THE
COMPANY SHALL NOT BE REQUIRED TO REGISTER ANY REGISTRABLE SECURITIES PURSUANT TO
THIS SECTION 8(E) THAT ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144(B)(1) PROMULGATED UNDER THE SECURITIES ACT OR THAT ARE THE SUBJECT OF A
THEN EFFECTIVE REGISTRATION STATEMENT.
(F)
AMENDMENTS AND WAIVERS. THE PROVISIONS