of Registrable Shares
and return all prospectuses to the Company.
The Company shall promptly provide
the selling Holders of Registrable Shares with revised prospectuses and,
following receipt of the revised prospectuses, the selling Holders of
Registrable Shares shall be free to resume making offers of the Registrable
Shares.
No Holder shall have any right to take any action to restrain, enjoin, or
otherwise delay any registration as the result of any controversy that might
arise with respect to the interpretation or implementation of this Agreement.
4.
Furnish Information.
(A)
IT SHALL BE A CONDITION PRECEDENT TO THE OBLIGATIONS OF THE COMPANY TO TAKE
ANY ACTION PURSUANT TO THIS AGREEMENT WITH RESPECT TO THE REGISTRATION OF ANY
HOLDER'S REGISTRABLE SHARES THAT SUCH HOLDER SHALL TAKE SUCH ACTIONS AND FURNISH
TO THE COMPANY SUCH INFORMATION REGARDING ITSELF, THE REGISTRABLE SHARES HELD BY
IT, AND THE INTENDED METHOD OF DISPOSITION OF SUCH SECURITIES, AS MAY THEN BE
CUSTOMARILY PROVIDED BY SELLING STOCKHOLDERS AS THE COMPANY SHALL REASONABLY
REQUEST AND AS SHALL BE REQUIRED IN CONNECTION WITH ANY REGISTRATION,
QUALIFICATION OR COMPLIANCE REFERRED TO IN THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION (I) IN CONNECTION WITH AN UNDERWRITTEN OFFERING, ENTER INTO AN
APPROPRIATE UNDERWRITING AGREEMENT CONTAINING TERMS AND PROVISIONS THEN
CUSTOMARY IN AGREEMENTS OF THAT NATURE (IT BEING UNDERSTOOD THAT THE HOLDERS OF
6
THE REGISTRABLE SHARES WHICH ARE TO BE DISTRIBUTED BY ANY UNDERWRITERS MAY, AT
THEIR OPTION, REQUIRE THAT ANY OR ALL OF THE CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF SUCH UNDERWRITERS UNDER SUCH UNDERWRITING AGREEMENT SHALL BE
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SUCH HOLDER), (II) ENTER INTO SUCH
CUSTODY AGREEMENTS, POWERS OF ATTORNEY AND RELATED DOCUMENTS AT SUCH TIME AND ON
SUCH TERMS AND CONDITIONS AS MAY THEN BE CUSTOMARILY REQUIRED IN CONNECTION WITH
SUCH OFFERING AND (III) DISTRIBUTE THE REGISTRABLE SHARES ONLY IN ACCORDANCE
WITH AND IN THE MANNER OF THE DISTRIBUTION CONTEMPLATED BY THE APPLICABLE
REGISTRATION STATEMENT AND PROSPECTUS.
IN ADDITION, THE HOLDERS SHALL PROMPTLY
NOTIFY THE COMPANY OF ANY REQUEST BY THE SEC OR ANY STATE SECURITIES COMMISSION
OR AGENCY FOR ADDITIONAL INFORMATION OR FOR SUCH REGISTRATION STATEMENT OR
PROSPECTUS TO BE AMENDED OR SUPPLEMENTED.
(B)
IF ANY SUCH REGISTRATION STATEMENT OR COMPARABLE STATEMENT UNDER "BLUE SKY"
LAWS REFERS TO ANY HOLDER BY NAME OR OTHERWISE AS THE HOLDER OF ANY SECURITIES
OF THE COMPANY, THEN SUCH HOLDER SHALL HAVE THE RIGHT TO REQUIRE (I) THE
INSERTION THEREIN OF LANGUAGE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
SUCH HOLDER AND THE COMPANY, TO THE EFFECT THAT THE HOLDING BY SUCH HOLDER OF
SUCH SECURITIES IS NOT TO BE CONSTRUED AS A RECOMMENDATION BY SUCH HOLDER OF THE
INVESTMENT QUALITY OF THE COMPANY'S SECURITIES COVERED THEREBY AND THAT SUCH
HOLDING DOES NOT IMPLY THAT SUCH HOLDER WILL ASSIST IN MEETING ANY FUTURE
FINANCIAL REQUIREMENTS OF THE COMPANY, OR (II) IN THE EVENT THAT SUCH REFERENCE
TO SUCH HOLDER BY NAME OR OTHERWISE IS NOT IN THE JUDGMENT OF THE COMPANY, AS
ADVISED BY COUNSEL, REQUIRED BY THE SECURITIES ACT