of said Registrable Securities; provided, however,
that if the Company is advised in writing by any managing underwriter of the
Company's securities being offered in a public offering pursuant to such
registration statement that the amount to be sold by persons other than the
Company (collectively, "Selling Stockholders") is greater than the amount which
can be offered without adversely affecting the offering, the Company may reduce
the amount offered for the accounts of Selling Stockholders (including such
holders of Registrable Securities) to a number deemed satisfactory by such
managing underwriter; and provided further, that any shares to be excluded shall
be determined in the following order of priority:
(i)
3
securities held by any Persons not having any such contractual, incidental
registration rights, (ii) securities held by any Persons having contractual,
incidental registration rights pursuant to an agreement which is not this
Agreement and (iii) the Registrable Securities sought to be included by the
holders thereof as determined on a pro rata basis (based upon the aggregate
number of Registrable Securities held by such holders).
4.
Registration Procedures.
If and whenever the Company is required by the provisions of this Agreement to
use its reasonable efforts to promptly effect the registration of any of its
securities under the Securities Act, the Company will:
(A)
USE ITS REASONABLE EFFORTS TO PREPARE AND
FILE WITH THE COMMISSION A REGISTRATION STATEMENT ON THE APPROPRIATE FORM UNDER
THE SECURITIES ACT WITH RESPECT TO SUCH SECURITIES, WHICH FORM SHALL COMPLY AS
TO FORM IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE APPLICABLE FORM
AND INCLUDE ALL FINANCIAL STATEMENTS REQUIRED BY THE COMMISSION TO BE FILED
THEREWITH, AND USE ITS REASONABLE EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT
TO BECOME AND REMAIN EFFECTIVE FOR 90 DAYS OR UNTIL THE COMPLETION OF THE
PROPOSED OFFERING, WHICHEVER IS EARLIER; PROVIDED, THAT SUCH 90-DAY PERIOD SHALL
BE EXTENDED FOR A PERIOD OF TIME EQUAL TO THE PERIOD THE SELLING HOLDERS REFRAIN
FROM SELLING REGISTRABLE SECURITIES PURSUANT TO SECTION 8.
(B)
USE ITS REASONABLE BEST EFFORTS TO PREPARE
AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND SUPPLEMENTS TO SUCH
REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE
NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE FOR THE PERIOD AS
SPECIFIED IN SECTION 4(B) AND TO COMPLY WITH THE PROVISIONS OF THE SECURITIES
ACT WITH RESPECT TO THE SALE OR OTHER DISPOSITION OF ALL SECURITIES COVERED BY
SUCH REGISTRATION STATEMENT WHENEVER THE SELLER OR SELLERS OF SUCH SECURITIES
SHALL DESIRE TO SELL OR OTHERWISE DISPOSE OF THE SAME, BUT ONLY TO THE EXTENT
PROVIDED IN THIS AGREEMENT;
(C)
FURNISH TO EACH SELLING HOLDER AND THE
UNDERWRITERS, IF ANY, SUCH NUMBER OF COPIES OF SUCH REGISTRATION STATEMENT, ANY
AMENDMENTS THERETO, ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN, THE
PROSPECTUS, INCLUDING A PRELIMINARY PROSPECTUS, IN CONFORMITY WITH THE
REQUIREMENTS OF THE SECURITIES ACT, AND SUCH OTHER DOCUMENTS AS SUCH SELLING
HOLDER MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE PUBLIC SALE OR OTHER
DISPOSITION OF THE SECURITIES OWNED BY SUCH