similar agreement as and to the extent
required thereunder.
14
In the case of a Shelf Registration Statement, the Issuers may require each
Holder of Transfer Restricted Securities to furnish to the Issuers such
information regarding such Holder and the proposed disposition by such Holder of
such Transfer Restricted Securities as the Issuers may from time to time
reasonably request in writing.
The Holders of Transfer Restricted Securities covered by a Shelf Registration
Statement who desire to do so may sell such Transfer Restricted Securities in an
Underwritten Offering.
In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers (the "Underwriters") that will
administer the offering will be selected by the Majority Holders of the Transfer
Restricted Securities included in such offering.
4.
Blackout Periods.
(A)
IN THE CASE OF A SHELF REGISTRATION
STATEMENT, EACH HOLDER OF TRANSFER RESTRICTED SECURITIES AGREES THAT, UPON
RECEIPT OF ANY NOTICE FROM THE ISSUERS OF THE HAPPENING OF ANY EVENT OF THE KIND
DESCRIBED IN SECTION 3(E)(III), 3(E)(IV) OR 3(E)(V), AND PROVIDED THAT THE
ISSUERS AND THE GUARANTORS ARE PROCEEDING PROMPTLY AND IN GOOD FAITH TO AMEND OR
SUPPLEMENT (INCLUDING BY WAY OF FILING DOCUMENTS UNDER THE EXCHANGE ACT WHICH
ARE INCORPORATED BY REFERENCE TO THE RELATED PROSPECTUS TO DESCRIBE SUCH
EVENTS), SUCH HOLDER WILL FORTHWITH DISCONTINUE DISPOSITION OF TRANSFER
RESTRICTED SECURITIES PURSUANT TO A REGISTRATION STATEMENT UNTIL SUCH HOLDER'S
RECEIPT OF THE COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS CONTEMPLATED BY
SECTION 3(I) OR NOTICE FORM THE ISSUERS THAT THE USE OF THE PROSPECTUS MAY BE
RESUMED, AND, IF SO DIRECTED BY THE ISSUERS, SUCH HOLDER WILL DELIVER TO THE
ISSUERS ALL COPIES IN ITS POSSESSION, OTHER THAN PERMANENT FILE COPIES THEN IN
SUCH HOLDER'S POSSESSION, OF THE PROSPECTUS COVERING SUCH TRANSFER RESTRICTED
SECURITIES THAT IS CURRENT AT THE TIME OF RECEIPT OF SUCH NOTICE.
(B)
IF THE ISSUERS SHALL GIVE ANY SUCH NOTICE TO
SUSPEND THE DISPOSITION OF TRANSFER RESTRICTED SECURITIES PURSUANT TO A
REGISTRATION STATEMENT, THE ISSUERS SHALL EXTEND THE PERIOD DURING WHICH THE
REGISTRATION STATEMENT SHALL BE MAINTAINED EFFECTIVE PURSUANT TO THIS AGREEMENT
BY THE NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING THE DATE OF THE
GIVING OF SUCH NOTICE TO AND INCLUDING THE DATE WHEN THE HOLDERS SHALL HAVE
RECEIVED COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS OR NOTICE FROM THE
ISSUERS NECESSARY TO RESUME SUCH DISPOSITIONS (SUCH PERIOD, A "BLACKOUT
PERIOD").
THE ISSUERS MAY GIVE ANY SUCH NOTICE ONLY THREE TIMES DURING ANY
365-DAY PERIOD AND ANY SUCH SUSPENSIONS SHALL NOT EXCEED 30 DAYS FOR EACH
SUSPENSION AND 45 DAYS IN THE AGGREGATE FOR ALL SUSPENSIONS DURING ANY 365-DAY
PERIOD AND THERE SHALL NOT BE MORE THAN THREE SUSPENSIONS IN EFFECT DURING ANY
365-DAY PERIOD; PROVIDED, HOWEVER, THAT A SUSPENSION THAT OCCURS SOLELY AS A
RESULT OF THE FILING OF A POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT
TO INCORPORATE ANNUAL AUDITED FINANCIAL INFORMATION WITH RESPECT TO THE ISSUERS
WHERE SUCH POST-EFFECTIVE AMENDMENT IS NOT YET EFFECTIVE AND NEEDS TO BE