THEREIN IN SUCH AN ORDERLY MANNER,
AND (II) PRIOR TO THE INCLUSION OF ANY SECURITIES WHICH ARE NOT REGISTRABLE
SECURITIES SHALL INCLUDE REGISTRABLE SECURITIES PRO RATA AMONG THE RESPECTIVE
HOLDERS THEREOF ON THE BASIS OF THE AMOUNT OF REGISTRABLE SECURITIES OWNED BY
EACH SUCH HOLDER; PROVIDED, HOWEVER, THAT IF THE MANAGING UNDERWRITERS DETERMINE
THAT THE INCLUSION OF
3
THE NUMBER OF OTHER INVESTOR REGISTRABLE SECURITIES PROPOSED TO BE INCLUDED IN
ANY SUCH OFFERING WOULD ADVERSELY AFFECT THE MARKETABILITY OF SUCH OFFERING, THE
COMPANY MAY EXCLUDE SUCH NUMBER OF OTHER INVESTOR REGISTRABLE SECURITIES AS
NECESSARY TO NEGATE SUCH ADVERSE IMPACT.
(E)
OTHER REGISTRATIONS.
IF THE COMPANY HAS
PREVIOUSLY FILED A REGISTRATION STATEMENT WITH RESPECT TO REGISTRABLE SECURITIES
PURSUANT TO SECTION 1 OR PURSUANT TO THIS SECTION 2, AND IF SUCH PREVIOUS
REGISTRATION HAS NOT BEEN WITHDRAWN OR ABANDONED, THE COMPANY SHALL NOT FILE OR
CAUSE TO BE EFFECTED ANY OTHER REGISTRATION OF ANY OF ITS EQUITY SECURITIES OR
SECURITIES CONVERTIBLE OR EXCHANGEABLE INTO OR EXERCISABLE FOR ITS EQUITY
SECURITIES UNDER THE SECURITIES ACT (EXCEPT ON FORM S-8 OR ANY SUCCESSOR FORM),
WHETHER ON ITS OWN BEHALF OR AT THE REQUEST OF ANY HOLDER OR HOLDERS OF SUCH
SECURITIES, UNTIL A PERIOD OF AT LEAST 180 DAYS HAS ELAPSED FROM THE EFFECTIVE
DATE OF SUCH PREVIOUS REGISTRATION.
3.
REGISTRATION PROCEDURES.
WHENEVER THE
HOLDERS OF REGISTRABLE SECURITIES HAVE REQUESTED THAT ANY REGISTRABLE SECURITIES
BE REGISTERED PURSUANT TO THIS AGREEMENT, THE COMPANY SHALL USE ITS BEST EFFORTS
TO EFFECT THE REGISTRATION AND THE SALE OF SUCH REGISTRABLE SECURITIES IN
ACCORDANCE WITH THE INTENDED METHOD OF DISPOSITION THEREOF, AND PURSUANT THERETO
THE COMPANY SHALL AS EXPEDITIOUSLY AS POSSIBLE:
(A)
PREPARE AND FILE WITH THE SECURITIES AND
EXCHANGE COMMISSION A REGISTRATION STATEMENT WITH RESPECT TO SUCH REGISTRABLE
SECURITIES WITHIN 120 DAYS (IN CONNECTION WITH AN INITIAL PUBLIC OFFERING) OR 60
DAYS (IN CONNECTION WITH ALL OTHER PUBLIC OFFERINGS) AND USE ITS BEST EFFORTS TO
CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE (PROVIDED THAT BEFORE
FILING A REGISTRATION STATEMENT OR PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS
THERETO, THE COMPANY SHALL FURNISH TO THE COUNSEL SELECTED BY THE HOLDERS OF A
MAJORITY OF THE REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT
COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE FILED);
(B)
PROMPTLY NOTIFY EACH HOLDER OF REGISTRABLE
SECURITIES OF THE EFFECTIVENESS OF EACH REGISTRATION STATEMENT FILED HEREUNDER
AND PREPARE AND FILE WITH THE SECURITIES AND EXCHANGE 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 A PERIOD OF NOT LESS THAN 180 DAYS AND COMPLY WITH THE PROVISIONS
OF THE 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;
(C)
FURNISH TO EACH SELLER OF REGISTRABLE
SECURITIES SUCH NUMBER OF COPIES OF SUCH REGISTRATION STATEMENT, EACH AMENDMENT
AND SUPPLEMENT THERETO, THE PROSPECTUS