(VII)
ANY SECURITIES THAT, IF ACQUIRED BY THE INVESTOR
PURSUANT TO THIS SECTION 3.1, WOULD RESULT IN THE INVESTOR BENEFICIALLY OWNING
(TOGETHER WITH ANY AFFILIATED ENTITIES) MORE THAN 9.99% OF THE COMPANY'S
THEN-OUTSTANDING COMMON STOCK (TAKING INTO ACCOUNT THE OFFERED SECURITIES).
3.2
Registration of the Shares; Compliance with
the Securities Act.
(A)
REGISTRATION UPON REQUEST.
(I)
IF, AT ANY TIME AFTER THE CLOSING DATE
AND PRIOR TO THE THIRD ANNIVERSARY OF THE CLOSING DATE, THE INVESTOR IS OR IS
DEEMED TO BE AN "AFFILIATE" OF THE COMPANY WITHIN THE MEANING OF
RULE 144(A)(1) UNDER THE SECURITIES ACT, UPON THE REQUEST OF THE INVESTOR, THE
COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO REGISTER UNDER THE SECURITIES
ACT ALL OR ANY PORTION OF THE PURCHASED SHARES AND ANY SHARES ACQUIRED PURSUANT
TO SECTION 3.1, HELD BY THE INVESTOR FOR SALE IN THE MANNER SPECIFIED IN SUCH
NOTICE, PROVIDED THAT THE REASONABLY ANTICIPATED AGGREGATE PRICE TO THE PUBLIC
OF SUCH OFFERING SHALL EXCEED $1,000,000.
THE COMPANY SHALL PREPARE A
REGISTRATION STATEMENT (A "DEMAND REGISTRATION STATEMENT") ON FORM S-3 OR SUCH
OTHER APPROPRIATE OR AVAILABLE REGISTRATION FORM OF THE SEC, UTILIZING RULE 415
TO THE EXTENT POSSIBLE UNDER THE SECURITIES ACT IF SO REQUESTED, WITH RESPECT TO
ANY DEMAND REGISTRATION STATEMENT.
THE COMPANY SHALL NOT BE REQUIRED TO EFFECT
MORE THAN ONE DEMAND REGISTRATION STATEMENT, PROVIDED, HOWEVER THAT IF THE
NUMBER OF SHARES REQUESTED BY THE INVESTOR TO BE INCLUDED IN THE DEMAND
REGISTRATION STATEMENT HAS BEEN REDUCED BY TWENTY-FIVE PERCENT (25%) OR MORE
PURSUANT TO SECTION 3.2(A)(IV), THE COMPANY SHALL BE REQUIRED TO EFFECT ONE
ADDITIONAL DEMAND REGISTRATION STATEMENT IF SO REQUESTED IN ACCORDANCE WITH THIS
CLAUSE (I), PROVIDED, FURTHER, THAT IN THE CASE OF ANY SUCH REDUCTION, THE
COMPANY SHALL NOT BE REQUIRED TO EFFECT MORE THAN TWO (2) DEMAND REGISTRATION
STATEMENTS IN THE AGGREGATE.
(II)
FOLLOWING RECEIPT OF ANY NOTICE UNDER
PARAGRAPH (I) ABOVE, THE COMPANY MAY ALSO REGISTER FOR SALE FOR ITS OWN ACCOUNT
OR THAT OF OTHER SECURITY HOLDERS SUCH ADDITIONAL SHARES OF THE COMPANY'S
CAPITAL STOCK AS IT SHALL DESIRE, SUBJECT TO PARAGRAPH (IV) BELOW.
12
(III)
IN CONNECTION WITH ANY REGISTRATION PURSUANT
TO THIS SECTION 3.2(A), IF AND WHEN THE COMPANY IS REQUIRED BY THE PROVISIONS OF
PARAGRAPH (I) TO REGISTER THE PURCHASED SHARES, THE COMPANY SHALL:
(x)
subject to receipt of necessary
information from the Investor after prompt request from the Company to provide
such information, prepare and file with the SEC, within thirty (30) days after
receiving appropriate notice from the Investor as provided for in (i) above, a
Demand Registration Statement to enable the resale of the Purchased Shares by
the Investor; provided, that if the terms of the underwriting agreement executed
in connection with any registration pursuant to Section 3.2(a) or
3.2(b) prohibit the Company from filing any Demand Registration Statement, the
Company shall have the right to delay such filing for the required period, which
period shall not exceed ninety (90) days;
(y)
use its reasonable best efforts to cause