ANY
REGISTRABLE SECURITIES EXCLUDED OR WITHDRAWN FROM SUCH UNDERWRITING SHALL BE
EXCLUDED AND WITHDRAWN FROM THE REGISTRATION.
FOR ANY HOLDER WHICH IS A
PARTNERSHIP OR CORPORATION, THE PARTNERS, RETIRED PARTNERS AND STOCKHOLDERS OF
SUCH HOLDER, OR THE ESTATES AND FAMILY MEMBERS OF ANY SUCH PARTNERS AND RETIRED
PARTNERS AND ANY TRUSTS FOR THE BENEFIT OF ANY OF THE FOREGOING PERSON SHALL BE
DEEMED TO BE A SINGLE "HOLDER," AND ANY PRO RATA REDUCTION WITH RESPECT TO SUCH
"HOLDER" SHALL BE BASED UPON THE AGGREGATE AMOUNT OF SHARES CARRYING
REGISTRATION RIGHTS OWNED BY ALL ENTITIES AND INDIVIDUALS INCLUDED IN SUCH
"HOLDER," AS DEFINED IN THIS SENTENCE DIVIDED BY THE TOTAL NUMBER OF SHARES HELD
BY ALL STOCKHOLDERS PROPOSED TO BE INCLUDED AS SELLING STOCKHOLDERS IN THE
REGISTRATION STATEMENT.
(B)
RIGHT TO TERMINATE REGISTRATION.
THE
COMPANY SHALL HAVE THE RIGHT TO TERMINATE OR WITHDRAW ANY REGISTRATION INITIATED
BY IT UNDER THIS SECTION 2.1 PRIOR TO THE EFFECTIVENESS OF SUCH REGISTRATION
WHETHER OR NOT ANY HOLDER HAS ELECTED TO INCLUDE SECURITIES IN SUCH
REGISTRATION.
THE REGISTRATION EXPENSES OF SUCH WITHDRAWN REGISTRATION SHALL BE
BORNE BY THE COMPANY IN ACCORDANCE WITH SECTION 2.2 HEREOF.
2.2
Expenses of Registration.
Except as
specifically provided herein, all Registration Expenses incurred in connection
with any registration, qualification or compliance pursuant to Section 2.1
herein shall be borne by the Company.
All Selling Expenses incurred in
connection with any registrations hereunder, shall be borne by Holder.
2.3
Obligations of the Company.
Whenever
required to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:
(A)
PREPARE AND FILE WITH THE SEC A
REGISTRATION STATEMENT WITH RESPECT TO SUCH REGISTRABLE SECURITIES AND USE ALL
REASONABLE EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE AND
REMAIN EFFECTIVE FOR A PERIOD OF NINETY (90) DAYS OR UNTIL HOLDER HAS COMPLETED
THE DISTRIBUTION RELATED THERETO, WHICHEVER FIRST OCCURS.
(B)
PREPARE AND FILE WITH THE SEC SUCH
AMENDMENTS AND SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AND THE PROSPECTUS
USED IN CONNECTION WITH SUCH REGISTRATION STATEMENT AS MAY BE NECESSARY TO
COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO THE DISPOSITION
OF ALL SECURITIES COVERED BY SUCH REGISTRATION STATEMENT FOR THE PERIOD SET
FORTH IN SECTION 2.3(A) ABOVE.
(C)
FURNISH TO HOLDER SUCH NUMBER OF COPIES OF
A PROSPECTUS, INCLUDING A PRELIMINARY PROSPECTUS, IN CONFORMITY WITH THE
REQUIREMENTS OF THE SECURITIES ACT, AND SUCH
3
OTHER DOCUMENTS AS HOLDER MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE
DISPOSITION OF REGISTRABLE SECURITIES OWNED BY IT.
(D)
USE ITS REASONABLE EFFORTS TO REGISTER AND
QUALIFY THE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER
SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS SHALL BE REASONABLY
REQUESTED BY HOLDER; PROVIDED THAT THE COMPANY SHALL NOT BE REQUIRED IN
CONNECTION THEREWITH OR AS A CONDITION THERETO TO QUALIFY TO DO BUSINESS OR TO
FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH STATES OR
JURISDICTIONS.
(E)
IN THE EVENT OF ANY UNDERWRITTEN PUBLIC
OFFERING, ENTER INTO