cease to be a Holder pursuant hereto.
The number of Registrable
Securities that are held by a Person or are outstanding shall be determined by
the number of shares of Common Stock that are Registrable Securities and either
are held by such Person or outstanding (as applicable).
"Registration Statement" means any registration statement of the Company which
covers any of the Registrable Securities pursuant to any of the provisions of
this Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all material incorporated by reference in such registration statement.
"Required Holders" shall have the meaning assigned to such term in Section 2(a).
"Securities Act" means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.
2.
DEMAND REGISTRATION.
(A)
REQUEST FOR REGISTRATION.
SUBJECT TO THE PROVISIONS OF
SECTION 2(B), AT ANY TIME FROM AND AFTER SIXTY (60) DAYS FROM THE DATE HEREOF,
ONE OR MORE HOLDERS HOLDING IN THE AGGREGATE AT LEAST 25% OF THE OUTSTANDING
REGISTRABLE SECURITIES (THE "REQUIRED HOLDERS") MAY MAKE A WRITTEN REQUEST TO
THE COMPANY FOR REGISTRATION UNDER AND IN ACCORDANCE WITH THE PROVISIONS OF THE
SECURITIES ACT OF THE RESALE OF REGISTRABLE SECURITIES HELD BY SUCH HOLDER OR
HOLDERS (A "DEMAND REGISTRATION").
THE COMPANY SHALL, WITHIN FIVE (5) BUSINESS
DAYS AFTER RECEIPT OF SUCH REQUEST, GIVE WRITTEN NOTICE (THE "NOTICE") OF SUCH
REQUEST TO ALL OTHER HOLDERS KNOWN TO THE COMPANY AND WILL INCLUDE IN SUCH
REGISTRATION ALL REGISTRABLE SECURITIES WITH RESPECT TO WHICH THE COMPANY
RECEIVES WRITTEN REQUESTS FOR INCLUSION THEREIN WITHIN TWENTY (20) BUSINESS DAYS
AFTER IT GIVES THE NOTICE TO THE APPLICABLE HOLDER.
UNLESS THE HOLDER OR
HOLDERS DEMANDING THE DEMAND REGISTRATION SHALL AGREE IN WRITING, NO OTHER
PARTY, INCLUDING THE
2
COMPANY (BUT EXCLUDING ANOTHER HOLDER OF REGISTRABLE SECURITIES THAT REQUESTS
INCLUSION IN ACCORDANCE WITH THE PRECEDING SENTENCE) SHALL BE PERMITTED TO OFFER
SECURITIES UNDER ANY SUCH DEMAND REGISTRATION.
NOTWITHSTANDING THE FOREGOING,
IF THE COMPANY SHALL FURNISH TO THE HOLDER OR HOLDERS REQUESTING A REGISTRATION
PURSUANT TO THIS SECTION 2 A CERTIFICATE SIGNED BY THE CHIEF EXECUTIVE OFFICER
OF THE COMPANY STATING THAT, IN THE GOOD FAITH JUDGMENT OF THE BOARD OF
DIRECTORS OF THE COMPANY, IT WOULD BE MATERIALLY DETRIMENTAL TO THE COMPANY AND
ITS SHAREHOLDERS FOR SUCH REGISTRATION STATEMENT TO EITHER BECOME EFFECTIVE OR
REMAIN EFFECTIVE FOR AS LONG AS SUCH REGISTRATION STATEMENT WOULD OTHERWISE BE
REQUIRED TO REMAIN EFFECTIVE, BECAUSE (I) A MATERIAL ACQUISITION OR DISPOSITION
BY THE COMPANY, A COMPANY REORGANIZATION OR SIMILAR TRANSACTION IS BEING
NEGOTIATED, OR (II) SUCH ACTION WOULD REQUIRE PREMATURE DISCLOSURE OF MATERIAL
INFORMATION THAT THE COMPANY HAS A BONA FIDE BUSINESS PURPOSE FOR PRESERVING AS
CONFIDENTIAL, THE COMPANY SHALL HAVE THE RIGHT TO DEFER SUCH FILING FOR A PERIOD
OF NOT MORE THAN NINETY (90) DAYS; PROVIDED, HOWEVER, THAT, WITHOUT THE PRIOR
WRITTEN CONSENT OF INVESTOR, THE COMPANY MAY NOT UTILIZE THIS RIGHT MORE THAN
ONCE IN ANY TWELVE (12) MONTH PERIOD.
(B)
NUMBER OF REGISTRATIONS. NOTWITHSTANDING ANY OTHER