TO SECTION 3 (OR WITH RESPECT TO WHICH SUCH HOLDER PROVIDED A DEMAND
NOTICE), INCLUDING A REGISTRATION STATEMENT IN WHICH THE MANAGING UNDERWRITER
REDUCED THE HOLDER'S PARTICIPATION PURSUANT TO SECTION 3(B); OR
(II)
IF THE COMPANY SHALL FURNISH TO HOLDERS
REQUESTING A REGISTRATION STATEMENT PURSUANT TO THIS SECTION 2 A CERTIFICATE
STATING THAT IN THE GOOD FAITH JUDGMENT OF THE BOARD OF DIRECTORS OF THE
COMPANY, SUCH REGISTRATION AND OFFERING COULD MATERIALLY INTERFERE WITH A BONA
FIDE FINANCING TRANSACTION OF THE COMPANY, INCLUDING WITHOUT LIMITATION A
PRIMARY OFFERING OF SECURITIES, OR ANY OTHER MATERIAL BUSINESS TRANSACTION OF
THE COMPANY, OR WOULD REQUIRE DISCLOSURE OF INFORMATION, THE PREMATURE
DISCLOSURE OF WHICH COULD MATERIALLY AND ADVERSELY AFFECT THE COMPANY, IN WHICH
EVENT THE COMPANY SHALL HAVE THE RIGHT TO DEFER THE FILING OR EFFECTIVENESS OF A
REGISTRATION STATEMENT FOR A PERIOD OF NOT MORE THAN ONE-HUNDRED TWENTY (120)
DAYS AFTER RECEIPT OF THE REQUEST OF A HOLDER PURSUANT TO SECTION 2; PROVIDED
THAT SUCH RIGHT TO DELAY A REQUEST SHALL BE EXERCISED BY THE COMPANY NOT MORE
THAN ONCE IN ANY CONSECUTIVE TWELVE-MONTH PERIOD.
SECTION 3.
PIGGYBACK REGISTRATION.
(A)
RIGHT TO PIGGYBACK.
IF AT ANY TIME THE COMPANY PROPOSES TO
FILE A REGISTRATION STATEMENT, WHETHER OR NOT FOR SALE FOR THE COMPANY'S OWN
ACCOUNT, ON A FORM AND IN A MANNER THAT WOULD ALSO PERMIT REGISTRATION OF
REGISTRABLE SECURITIES (OTHER THAN IN CONNECTION WITH A REGISTRATION STATEMENT
ON FORMS S-4 OR S-8 OR ANY SIMILAR OR SUCCESSOR FORM), THE COMPANY SHALL GIVE TO
HOLDERS HOLDING REGISTRABLE SECURITIES WRITTEN NOTICE OF SUCH PROPOSED FILING AT
LEAST THIRTY (30) DAYS BEFORE THE ANTICIPATED FILING. THE NOTICE REFERRED TO IN
THE PRECEDING SENTENCE SHALL OFFER SUCH HOLDERS THE OPPORTUNITY TO REGISTER SUCH
AMOUNT OF REGISTRABLE SECURITIES AS EACH SUCH HOLDER MAY REQUEST (A "PIGGYBACK
REGISTRATION"). SUBJECT TO SECTION 3(B), THE COMPANY WILL INCLUDE IN EACH SUCH
PIGGYBACK REGISTRATION (AND ANY RELATED QUALIFICATION UNDER STATE BLUE SKY LAWS
AND OTHER COMPLIANCE FILINGS, AND IN ANY UNDERWRITING INVOLVED THEREIN) ALL
REGISTRABLE SECURITIES WITH RESPECT TO WHICH THE COMPANY HAS RECEIVED WRITTEN
REQUESTS FOR INCLUSION THEREIN WITHIN FIFTEEN (15) DAYS AFTER THE WRITTEN NOTICE
FROM THE COMPANY IS GIVEN. EACH SUCH HOLDER WILL BE PERMITTED TO WITHDRAW ALL OR
PART OF ITS REGISTRABLE
4
Securities from a Piggyback Registration at any time prior to the effective date
of such Piggyback Registration.
(B)
PRIORITY ON PIGGYBACK REGISTRATIONS.
THE COMPANY WILL USE
ITS REASONABLE BEST EFFORTS TO CAUSE THE MANAGING UNDERWRITER OR UNDERWRITERS OF
A PROPOSED UNDERWRITTEN OFFERING TO PERMIT HOLDERS HOLDING REGISTRABLE
SECURITIES REQUESTED TO BE INCLUDED IN THE REGISTRATION FOR SUCH OFFERING TO
INCLUDE THEREIN ALL SUCH REGISTRABLE SECURITIES REQUESTED TO BE SO INCLUDED
(SUCH SECURITIES, TOGETHER WITH ANY OTHER SHARES OF THE SAME CLASS REQUESTED TO
BE INCLUDED IN SUCH REGISTRATION BY ANY OTHER PERSON PURSUANT TO SIMILAR
REGISTRATION RIGHTS, THE "PIGGYBACK SHARES") ON THE SAME TERMS AND CONDITIONS AS
ANY SECURITIES OF THE COMPANY INCLUDED THEREIN (OTHER THAN THE INDEMNIFICATION
BY THE HOLDERS, WHICH WILL