ALL OF THE
REGISTRABLE SECURITIES REQUIRED TO BE COVERED DURING SUCH EFFECTIVENESS PERIOD
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 EACH HOLDER WRITTEN NOTICE OF SUCH
DETERMINATION AND, IF WITHIN FIFTEEN (15) DAYS AFTER RECEIPT OF SUCH NOTICE, ANY
SUCH 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, TO THE EXTENT THE COMPANY MAY DO SO WITHOUT
VIOLATING REGISTRATION RIGHTS OF OTHERS WHICH EXIST AS OF THE DATE OF THIS
AGREEMENT, SUBJECT TO CUSTOMARY UNDERWRITER CUTBACKS APPLICABLE TO ALL HOLDERS
OF PIGGY-BACK REGISTRATION RIGHTS AND SUBJECT TO OBTAINING ANY REQUIRED CONSENT
OF ANY SELLING STOCKHOLDER(S) TO SUCH INCLUSION UNDER SUCH REGISTRATION
STATEMENT.
(H)
AMENDMENTS AND WAIVERS.
THE PROVISIONS OF THIS AGREEMENT,
INCLUDING THE PROVISIONS OF THIS SENTENCE, MAY NOT BE AMENDED, MODIFIED OR
SUPPLEMENTED, AND WAIVERS OR CONSENTS TO DEPARTURES FROM THE PROVISIONS HEREOF
MAY NOT BE GIVEN, UNLESS THE SAME SHALL BE IN WRITING AND SIGNED BY THE COMPANY
AND THE HOLDERS OF THE THEN OUTSTANDING REGISTRABLE SECURITIES.
NOTWITHSTANDING
THE FOREGOING, A WAIVER OR CONSENT TO DEPART FROM THE PROVISIONS HEREOF WITH
RESPECT TO A MATTER THAT RELATES EXCLUSIVELY TO THE RIGHTS OF CERTAIN HOLDERS
AND THAT
11
does not directly or indirectly affect the rights of other Holders may be given
by Holders of at least a majority of the Registrable Securities to which such
waiver or consent relates; provided, however, that the provisions of this
sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the immediately preceding sentence.
(I)
NOTICES.
ANY NOTICE OR REQUEST HEREUNDER MAY BE GIVEN TO THE
COMPANY OR THE PURCHASER AT THE RESPECTIVE ADDRESSES SET FORTH BELOW OR AS MAY
HEREAFTER BE SPECIFIED IN A NOTICE DESIGNATED AS A CHANGE OF ADDRESS UNDER THIS
SECTION 7(I).
NOTICES TO ANY HOLDER OTHER THAN THE PURCHASER SHALL BE GIVEN AT
THE ADDRESS FOR SUCH HOLDER DESIGNATED IN WRITING FROM TIME TO TIME BY SUCH
HOLDER TO THE COMPANY, AND IN THE EVENT NOT SO DESIGNATED TO THE ADDRESS FOR
SUCH HOLDER IN THE COMPANY'S RECORDS.
ANY NOTICE OR REQUEST HEREUNDER SHALL BE
GIVEN BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, HAND DELIVERY,
OVERNIGHT MAIL, FEDERAL EXPRESS OR OTHER NATIONAL OVERNIGHT NEXT DAY CARRIER
(COLLECTIVELY, "COURIER") OR TELECOPY (CONFIRMED BY MAIL).
NOTICES AND REQUESTS
SHALL BE, IN THE CASE OF THOSE BY HAND DELIVERY, DEEMED TO HAVE BEEN GIVEN WHEN