SECURITIES THAT ARE NOT REGISTRABLE SECURITIES WITHOUT THE PRIOR
WRITTEN CONSENT OF THE REQUIRED HOLDERS.
IF THE MANAGING UNDERWRITER ADVISES
THE COMPANY THAT IN ITS OPINION THE NUMBER OF REGISTRABLE SECURITIES (AND, IF
PERMITTED HEREUNDER, OTHER SECURITIES REQUESTED TO BE INCLUDED IN SUCH OFFERING)
EXCEEDS THE NUMBER OF SECURITIES THAT CAN BE SOLD IN SUCH OFFERING WITHOUT
ADVERSELY AFFECTING THE MARKETABILITY OF THE OFFERING, THE COMPANY WILL INCLUDE
IN SUCH OFFERING ONLY SUCH NUMBER OF SECURITIES THAT IN THE OPINION OF SUCH
UNDERWRITERS CAN BE SOLD WITHOUT ADVERSELY AFFECTING THE MARKETABILITY OF THE
OFFERING, WHICH SECURITIES WILL BE SO INCLUDED IN THE FOLLOWING ORDER OF
PRIORITY: (I) FIRST, REGISTRABLE SECURITIES, PRO RATA AMONG THE RESPECTIVE
HOLDERS THEREOF ON THE BASIS OF THE AGGREGATE NUMBER OF REGISTRABLE SECURITIES
OWNED BY EACH SUCH HOLDER, AND (II) SECOND, ANY OTHER SECURITIES OF THE COMPANY
THAT HAVE BEEN REQUESTED TO BE SO INCLUDED.
(G)
METHOD OF DISTRIBUTION.
ANY REGISTRATION
PURSUANT TO THIS SECTION 1 SHALL BE EFFECTED BY MEANS OF A REGISTRATION
STATEMENT IN ACCORDANCE WITH THE PLAN OF DISTRIBUTION SET FORTH THEREIN AND IN
THE PROSPECTUS AND PROSPECTUS SUPPLEMENT RELATED THERETO, AS APPLICABLE, AND, IF
A SHORT-FORM REGISTRATION IS AVAILABLE, RULE 415 UNDER THE SECURITIES ACT.
THE
REGISTRATION STATEMENT SHALL SPECIFY THE TYPES OF SALE OR DISTRIBUTION
TRANSACTIONS PURSUANT TO WHICH THE HOLDER MAY FROM TIME TO TIME SELL REGISTRABLE
SECURITIES, WHICH SHALL INCLUDE SALES TO UNDERWRITERS FOR RESALE TO THE PUBLIC
OR TO INSTITUTIONAL INVESTORS, SALES ON STOCK EXCHANGES OR IN THE
OVER-THE-COUNTER MARKET (AT PREVAILING MARKET PRICES, AT PRICES RELATED TO SUCH
PREVAILING MARKET PRICES OR AT NEGOTIATED PRICES), BLOCK TRADES, PURCHASES BY A
BROKER OR DEALER AS PRINCIPAL AND RESALE BY THAT BROKER OR DEALER FOR ITS OWN
ACCOUNT, ORDINARY BROKER'S TRANSACTIONS AND TRANSACTIONS IN WHICH THE BROKER
SOLICITS PURCHASERS, PRIVATELY NEGOTIATED TRANSACTIONS AND SUCH OTHER METHODS OF
SALE BY THE HOLDER AS THE REQUIRED HOLDERS MAY (BUT SHALL NOT BE REQUIRED TO)
ELECT AND SPECIFY IN THEIR REGISTRATION REQUEST.
(H)
OTHER REGISTRATION RIGHTS.
EXCEPT AS
PROVIDED IN THIS AGREEMENT, THE COMPANY WILL NOT GRANT TO ANY HOLDER OR
PROSPECTIVE HOLDER OF ANY EQUITY SECURITIES OF THE COMPANY OR SECURITIES THAT
ARE CONVERTIBLE INTO EQUITY SECURITIES OF THE COMPANY REGISTRATION RIGHTS WITH
RESPECT TO SUCH EQUITY SECURITIES WHICH ARE SENIOR OR PARI PASSU TO THE RIGHTS
GRANTED HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED HOLDERS.
2.
PIGGYBACK REGISTRATIONS.
(A)
RIGHT TO PIGGYBACK.
WHENEVER THE COMPANY
PROPOSES TO REGISTER ANY OF ITS SECURITIES, WHETHER FOR THE COMPANY'S OWN
ACCOUNT OR FOR THE ACCOUNT OF ANY STOCKHOLDERS OF THE COMPANY, INCLUDING,
WITHOUT LIMITATION, PURSUANT TO SECTION 1 (OTHER THAN A REGISTRATION ON FORM S-4
OR A REGISTRATION RELATING SOLELY TO (X) ANY EMPLOYEE STOCK OPTIONS OR OTHER
EMPLOYEE BENEFIT PLANS OR (Y) THE SALE OF DEBT OR CONVERTIBLE DEBT INSTRUMENTS),
THE COMPANY SHALL GIVE PROMPT WRITTEN NOTICE TO ALL HOLDERS OF ITS INTENTION
4
TO EFFECT SUCH A REGISTRATION AND SHALL INCLUDE IN SUCH REGISTRATION ALL
REGISTRABLE SECURITIES WITH