UNDER THIS CLAUSE 2(C).
(D)
IF THE DEMAND REGISTRATION IS AN UNDERWRITTEN OFFERING AND IF THE
MANAGING UNDERWRITER OR UNDERWRITERS FOR A DEMAND REGISTRATION THAT IS TO BE AN
UNDERWRITTEN OFFERING ADVISES THE COMPANY AND THE DEMANDING HOLDER IN WRITING
THAT IT IS THEIR GOOD FAITH OPINION THAT THE TOTAL AMOUNT OF REGISTRABLE
SECURITIES WHICH THE DEMANDING HOLDER DESIRES TO SELL, TAKEN TOGETHER WITH ALL
SHARES OF COMMON STOCK OR OTHER EQUITY SECURITIES OF THE COMPANY (SUCH COMMON
STOCK AND OTHER EQUITY SECURITIES (OTHER THAN REGISTRABLE SECURITIES)
COLLECTIVELY, "OTHER SECURITIES"), WHICH THE COMPANY AND ANY OTHER PERSONS
HAVING RIGHTS TO PARTICIPATE IN SUCH REGISTRATION INTEND TO INCLUDE IN SUCH
OFFERING, EXCEEDS THE TOTAL NUMBER OR AGGREGATE DOLLAR AMOUNT OF SUCH SECURITIES
THAT CAN BE SOLD WITHOUT HAVING AN ADVERSE EFFECT ON THE PRICE, TIMING,
DISTRIBUTION METHOD OR SUCCESSFUL OFFERING OF THE REGISTRABLE SECURITIES TO BE
SO INCLUDED TOGETHER WITH ALL OTHER SECURITIES, THEN THERE SHALL BE INCLUDED IN
SUCH FIRM COMMITMENT UNDERWRITTEN OFFERING THE NUMBER OR DOLLAR AMOUNT OF
REGISTRABLE SECURITIES AND SUCH OTHER SECURITIES THAT IN THE GOOD FAITH OPINION
OF SUCH MANAGING UNDERWRITER OR UNDERWRITERS CAN BE SOLD WITHOUT SO ADVERSELY
AFFECTING SUCH OFFERING, AND SUCH NUMBER OF REGISTRABLE SECURITIES AND OTHER
SECURITIES SHALL BE ALLOCATED FOR INCLUSION AS FOLLOWS: (I) FIRST, ALL
REGISTRABLE SECURITIES BEING SOLD BY THE DEMANDING HOLDER AND ELECTING HOLDERS,
PRO RATA, BASED ON THE NUMBER OF REGISTRABLE SECURITIES THAT EACH SUCH HOLDER
HAS REQUESTED BE INCLUDED IN SUCH DEMAND REGISTRATION; (II) SECOND, ALL OTHER
SECURITIES BEING SOLD BY THE COMPANY; AND (III) THIRD, ALL OTHER SECURITIES OF
ANY HOLDERS THEREOF REQUESTING INCLUSION IN SUCH DEMAND REGISTRATION, PRO RATA,
BASED ON THE NUMBER OF OTHER SECURITIES THAT EACH SUCH PERSON HAS REQUESTED BE
INCLUDED IN SUCH DEMAND REGISTRATION.
(E)
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL
THE COMPANY BE REQUIRED TO FILE OR CAUSE TO BE DECLARED EFFECTIVE A REGISTRATION
STATEMENT PROVIDING
7
FOR THE RESALE OF REGISTRABLE SECURITIES ON A DELAYED OR CONTINUOUS BASIS
PURSUANT TO RULE 415 OR OTHERWISE FOR A PERIOD LONGER THAN 30 DAYS.
3.
PIGGYBACK RIGHTS ON COMPANY OR THIRD PARTY REGISTRATIONS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IF AT ANY
TIME AFTER THE DATE HEREOF, THE COMPANY FILES A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT WITH RESPECT TO AN OFFERING OF OTHER SECURITIES, WHETHER OR NOT
FOR SALE FOR ITS OWN ACCOUNT (OTHER THAN A REGISTRATION STATEMENT (I) ON
FORM S-4, FORM S-8 OR ANY SUCCESSOR FORMS, (II) FILED SOLELY IN CONNECTION WITH
ANY EMPLOYEE BENEFIT OR DIVIDEND REINVESTMENT PLAN OR (III) FILED PURSUANT TO A
DEMAND REGISTRATION IN ACCORDANCE WITH SECTION 2), THEN THE COMPANY SHALL USE
COMMERCIALLY REASONABLY EFFORTS TO GIVE WRITTEN NOTICE OF SUCH FILING TO THE
HOLDERS AT LEAST 10 BUSINESS DAYS BEFORE THE ANTICIPATED FILING DATE (OR SUCH
LATER DATE AS IT BECOMES COMMERCIALLY REASONABLE TO PROVIDE SUCH NOTICE) (THE
"PIGGYBACK NOTICE").
THE PIGGYBACK NOTICE AND THE CONTENTS THEREOF SHALL BE
KEPT CONFIDENTIAL BY THE