EARLIER OF (I) THE DATE ON WHICH ALL REGISTRABLE SECURITIES
REGISTERED ON SUCH REGISTRATION STATEMENT ARE SOLD AND (II) NINETY (90) DAYS
AFTER THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT (EXCEPT AS PART OF SUCH
REGISTRATION).
Section 6.05.
Registration Procedures.
(A)
OBLIGATIONS OF THE COMPANY.
WHENEVER REGISTRATION OF REGISTRABLE
SECURITIES HAS BEEN REQUESTED PURSUANT TO SECTION 6.02 OR SECTION 6.03 OF THIS
AGREEMENT, THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO EFFECT THE
REGISTRATION AND SALE OF SUCH REGISTRABLE SECURITIES IN ACCORDANCE WITH THE
INTENDED METHOD OF DISTRIBUTION THEREOF (OR AN UNDERWRITTEN DISTRIBUTION ELECTED
PURSUANT TO SECTION 6.02(E) ABOVE) AS PROMPTLY AS PRACTICABLE, AND IN CONNECTION
WITH ANY SUCH REQUEST, THE COMPANY SHALL, AS EXPEDITIOUSLY AS POSSIBLE:
(I)
PREPARE AND FILE WITH THE COMMISSION A REGISTRATION STATEMENT ON ANY
FORM FOR WHICH THE COMPANY THEN QUALIFIES OR WHICH COUNSEL FOR THE COMPANY SHALL
DEEM APPROPRIATE AND WHICH FORM SHALL BE AVAILABLE FOR THE SALE OF SUCH
REGISTRABLE SECURITIES IN ACCORDANCE WITH THE INTENDED METHOD OF DISTRIBUTION
THEREOF, AND CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE; PROVIDED,
HOWEVER, THAT (X) BEFORE FILING A REGISTRATION STATEMENT OR PROSPECTUS OR ANY
AMENDMENTS OR SUPPLEMENTS THERETO, THE COMPANY SHALL PROVIDE COUNSEL SELECTED BY
THE DESIGNATED HOLDERS HOLDING A MAJORITY OF THE REGISTRABLE SECURITIES BEING
REGISTERED IN SUCH REGISTRATION ("HOLDERS' COUNSEL") AND ANY OTHER INSPECTOR
WITH AN ADEQUATE AND APPROPRIATE OPPORTUNITY TO REVIEW AND COMMENT ON SUCH
REGISTRATION STATEMENT AND EACH PROSPECTUS INCLUDED THEREIN (AND EACH AMENDMENT
OR SUPPLEMENT THERETO) TO BE FILED WITH THE COMMISSION, SUBJECT TO SUCH
DOCUMENTS BEING UNDER THE COMPANY'S CONTROL, AND (Y) THE COMPANY SHALL NOTIFY
THE HOLDERS' COUNSEL AND EACH SELLER OF REGISTRABLE SECURITIES OF ANY STOP ORDER
ISSUED OR THREATENED BY THE COMMISSION AND TAKE ALL ACTION REQUIRED TO PREVENT
THE ENTRY OF SUCH STOP ORDER OR TO REMOVE IT IF ENTERED;
(II)
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND SUPPLEMENTS
TO SUCH REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH
AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE FOR THE LESSER
OF (X) ONE HUNDRED AND TWENTY (120) DAYS AND (Y) SUCH SHORTER PERIOD WHICH WILL
TERMINATE WHEN ALL REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT
HAVE BEEN SOLD, AND COMPLY WITH THE PROVISIONS OF THE
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SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT DURING SUCH PERIOD IN ACCORDANCE WITH THE INTENDED
METHODS OF DISPOSITION BY THE SELLERS THEREOF SET FORTH IN SUCH REGISTRATION
STATEMENT;
(III)
FURNISH TO EACH SELLER OF REGISTRABLE SECURITIES, PRIOR TO FILING A
REGISTRATION STATEMENT, AT LEAST ONE COPY OF SUCH REGISTRATION STATEMENT AS IS
PROPOSED TO BE FILED, AND THEREAFTER SUCH NUMBER OF COPIES OF SUCH REGISTRATION
STATEMENT, EACH AMENDMENT AND SUPPLEMENT THERETO (IN EACH CASE INCLUDING ALL
EXHIBITS THERETO), AND THE PROSPECTUS INCLUDED IN SUCH REGISTRATION STATEMENT
(INCLUDING EACH PRELIMINARY PROSPECTUS) AS EACH SUCH SELLER MAY REASONABLY
REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE REGISTRABLE SECURITIES
OWNED BY SUCH SELLER;
(IV)
REGISTER OR QUALIFY