PUBLIC OFFERING OF ALL OR A SPECIFIED PART OF THE
REGISTRABLE SECURITIES HELD BY SUCH INITIATING INVESTORS; PROVIDED, HOWEVER,
THAT THE VALUE OF REGISTRABLE SECURITIES THAT THE INITIATING INVESTORS PROPOSE
TO SELL IN SUCH PUBLIC OFFERING IS AT LEAST TWENTY MILLION DOLLARS
($20,000,000); AND PROVIDED, FURTHER, THAT THE INITIAL PUBLIC OFFERING MAY NOT
BE INITIATED PURSUANT TO THIS SECTION 6.1 WITHOUT THE APPROVAL OF A MAJORITY OF
THE ENTIRE BOARD AND THE APPROVAL OF THE REQUISITE STOCKHOLDER MAJORITY.
THE
COMPANY WILL THEN USE ITS BEST EFFORTS TO (I) EFFECT THE REGISTRATION UNDER THE
SECURITIES ACT (INCLUDING BY MEANS OF A SHELF REGISTRATION PURSUANT TO RULE 415
UNDER THE SECURITIES ACT IF SO REQUESTED AND IF THE COMPANY IS THEN ELIGIBLE TO
USE SUCH REGISTRATION) OF THE REGISTRABLE SECURITIES WHICH THE COMPANY HAS BEEN
REQUESTED TO REGISTER BY SUCH INITIATING INVESTORS TOGETHER WITH ALL OTHER
REGISTRABLE SECURITIES WHICH THE COMPANY HAS BEEN REQUESTED TO REGISTER PURSUANT
TO SECTION 6.2 BY OTHER HOLDERS, ALL TO THE EXTENT REQUISITE TO PERMIT THE
DISPOSITION (IN
-15-
ACCORDANCE WITH THE INTENDED METHODS THEREOF AS AFORESAID AND AS OTHERWISE
SPECIFIED BY THE PRINCIPAL PARTICIPATING HOLDERS) OF THE REGISTRABLE SECURITIES
WHICH THE COMPANY HAS BEEN SO REQUESTED TO REGISTER, AND (II) IF REQUESTED BY
THE PRINCIPAL PARTICIPATING HOLDERS, OBTAIN ACCELERATION OF THE EFFECTIVE DATE
OF THE REGISTRATION STATEMENT RELATING TO SUCH REGISTRATION; PROVIDED, HOWEVER,
THAT THE COMPANY SHALL NOT BE OBLIGATED TO TAKE ANY ACTION TO EFFECT ANY SUCH
REGISTRATION PURSUANT TO THIS SECTION 6.1.1:
(A)
DURING THE EFFECTIVENESS OF ANY PRINCIPAL LOCK-UP AGREEMENT
ENTERED INTO IN CONNECTION WITH ANY REGISTRATION STATEMENT PERTAINING TO AN
UNDERWRITTEN PUBLIC OFFERING OF SECURITIES OF THE COMPANY FOR ITS OWN ACCOUNT
(OTHER THAN A RULE 145 TRANSACTION, OR A REGISTRATION RELATING SOLELY TO
EMPLOYEE BENEFIT PLANS); OR
(B)
UPON THE REQUEST OF ANY MEMBER OF AN INVESTOR GROUP ON ANY FORM
OTHER THAN FORM S-3 (OR ANY SUCCESSOR FORM) IF THE COMPANY HAS PREVIOUSLY
EFFECTED A NUMBER OF REGISTRATIONS OF REGISTRABLE SECURITIES UNDER THIS
SECTION 6.1.1 UPON THE REQUEST OF THE MEMBERS OF SUCH INVESTOR GROUP ON ANY FORM
OTHER THAN FORM S-3 (OR ANY SUCCESSOR FORM) EQUALING OR EXCEEDING FIVE (5), TWO
(2), ONE (1) AND ONE (1) WITH RESPECT TO THE THL INVESTORS, THE BAIN INVESTORS,
THE PROVIDENCE INVESTORS AND THE LEXA INVESTORS, RESPECTIVELY; PROVIDED,
HOWEVER, THAT ANY REGISTRATION OF REGISTRABLE SECURITIES (I) WHICH DOES NOT
BECOME AND REMAIN EFFECTIVE FOR AT LEAST 270 DAYS IN ACCORDANCE WITH THE
PROVISIONS OF THIS SECTION 6 OR (II) PURSUANT TO WHICH THE INITIATING INVESTORS
AND ALL OTHER HOLDERS OF REGISTRABLE SECURITIES JOINING THEREIN ARE NOT ABLE TO
INCLUDE AT LEAST 90% OF THE REGISTRABLE SECURITIES WHICH THEY DESIRED TO
INCLUDE, SHALL NOT BE INCLUDED IN THE CALCULATION OF THE NUMBERS OF
REGISTRATIONS CONTEMPLATED BY THIS CLAUSE (B).
6.1.2.
FORM.
EXCEPT AS OTHERWISE PROVIDED ABOVE, EACH REGISTRATION REQUESTED
PURSUANT TO SECTION 6.1.1 SHALL BE EFFECTED BY THE FILING OF A REGISTRATION
STATEMENT ON FORM S-1 (OR ANY OTHER FORM WHICH INCLUDES