THE OCCURRENCE OF ANY EVENT OF THE KIND DESCRIBED IN CLAUSES (II) THROUGH
(VI) OF SECTION 3(C), SUCH HOLDER WILL FORTHWITH DISCONTINUE DISPOSITION OF SUCH
REGISTRABLE SECURITIES UNDER THE REGISTRATION STATEMENT UNTIL SUCH HOLDER'S
RECEIPT OF THE COPIES OF THE SUPPLEMENTED PROSPECTUS AND/OR AMENDED REGISTRATION
STATEMENT OR UNTIL IT IS ADVISED IN WRITING BY THE COMPANY THAT THE USE OF THE
APPLICABLE PROSPECTUS MAY BE RESUMED, AND, IN EITHER CASE, HAS RECEIVED COPIES
OF ANY ADDITIONAL OR SUPPLEMENTAL FILINGS THAT ARE INCORPORATED OR DEEMED TO BE
INCORPORATED BY REFERENCE IN SUCH PROSPECTUS OR REGISTRATION STATEMENT. THE
COMPANY ACKNOWLEDGES THAT RECEIPT OF SUCH NOTICE
13
SHALL NOT REQUIRE THE HOLDERS TO CEASE TO SELL ANY REGISTRABLE SECURITIES OTHER
THAN PURSUANT TO THE REGISTRATION STATEMENT AND THAT THE HOLDERS MAY AT ANY TIME
WITHOUT RESTRICTION SELL REGISTRABLE SECURITIES OTHER THAN PURSUANT TO THE
REGISTRATION STATEMENT.
(E)
FURNISHING OF INFORMATION.
EACH HOLDER SHALL FURNISH IN WRITING TO
THE COMPANY SUCH INFORMATION REGARDING ITSELF, THE REGISTRABLE SECURITIES HELD
BY IT AND THE INTENDED METHOD OF DISPOSITION OF THE REGISTRABLE SECURITIES HELD
BY IT, AS SHALL BE REASONABLY REQUESTED BY THE COMPANY TO EFFECT THE
REGISTRATION OF SUCH REGISTRABLE SECURITIES AND SHALL EXECUTE SUCH DOCUMENTS IN
CONNECTION WITH SUCH REGISTRATION AS THE COMPANY MAY REASONABLY REQUEST.
(F)
PIGGY-BACK REGISTRATIONS. IF AT ANY TIME DURING THE EFFECTIVENESS
PERIOD, EXCEPT AS CONTEMPLATED BY SECTION 2(B) OR SECTION 2(D) HEREOF, THERE IS
NOT AN EFFECTIVE REGISTRATION STATEMENT COVERING ALL OF THE REGISTRABLE
SECURITIES AND THE COMPANY SHALL DETERMINE TO PREPARE AND FILE WITH THE
COMMISSION A REGISTRATION STATEMENT RELATING TO AN OFFERING FOR ITS OWN ACCOUNT
OR THE ACCOUNT OF OTHERS UNDER THE SECURITIES ACT OF ANY OF ITS EQUITY
SECURITIES, OTHER THAN ON FORM S-4 OR FORM S-8 (EACH AS PROMULGATED UNDER THE
SECURITIES ACT) OR THEIR THEN EQUIVALENTS RELATING TO EQUITY SECURITIES TO BE
ISSUED SOLELY IN CONNECTION WITH ANY ACQUISITION OF ANY ENTITY OR BUSINESS OR
EQUITY SECURITIES ISSUABLE IN CONNECTION WITH THE STOCK OPTION OR OTHER EMPLOYEE
BENEFIT PLANS, THEN THE COMPANY SHALL SEND TO EACH HOLDER A WRITTEN NOTICE OF
SUCH DETERMINATION AND, IF WITHIN 15 DAYS AFTER THE DATE OF SUCH NOTICE, ANY
SUCH HOLDER SHALL SO REQUEST IN WRITING, THE COMPANY SHALL INCLUDE IN SUCH
REGISTRATION STATEMENT ALL OR ANY PART OF SUCH REGISTRABLE SECURITIES SUCH
HOLDER REQUESTS TO BE REGISTERED.
(G)
AMENDMENTS AND WAIVERS.
NO PROVISION OF THIS AGREEMENT MAY BE WAIVED
OR AMENDED EXCEPT IN A WRITTEN INSTRUMENT SIGNED BY THE COMPANY AND THE
PURCHASER, FOR SO LONG AS THE PURCHASER HOLDS ANY REGISTRABLE SECURITIES, AND
THEREAFTER BY THE HOLDER(S) OF A MAJORITY OF THE THEN OUTSTANDING REGISTRABLE
SECURITIES. ANY AMENDMENT OR WAIVER EFFECTED IN ACCORDANCE WITH THIS
SECTION 6(G) SHALL BE BINDING UPON EACH HOLDER AND THE COMPANY. NO WAIVER OF ANY
DEFAULT WITH RESPECT TO ANY PROVISION, CONDITION OR REQUIREMENT OF THIS
AGREEMENT SHALL BE DEEMED TO BE A CONTINUING WAIVER IN THE FUTURE OR A WAIVER OF
ANY SUBSEQUENT DEFAULT OR A WAIVER OF ANY