THE SECURITIES ACT WITH RESPECT TO AN OFFERING OF COMMON SHARES OF THE
COMPANY, OR SECURITIES OR OTHER OBLIGATIONS EXERCISABLE OR EXCHANGEABLE FOR, OR
CONVERTIBLE INTO, COMMON SHARES OF THE COMPANY, BY THE COMPANY FOR ITS OWN
ACCOUNT OR FOR ANY OTHER SHAREHOLDER OF THE COMPANY FOR SUCH SHAREHOLDER'S
ACCOUNT, OTHER THAN A REGISTRATION STATEMENT (I) FILED IN CONNECTION WITH ANY
EMPLOYEE BENEFIT PLAN, (II) FOR AN EXCHANGE OFFER OR OFFERING OF SECURITIES
SOLELY TO THE COMPANY'S EXISTING SHAREHOLDERS, (III) FOR AN OFFERING OF DEBT
SECURITIES CONVERTIBLE INTO EQUITY SECURITIES OF THE COMPANY, (IV) FOR A
DIVIDEND REINVESTMENT PLAN OR (V) FILED ON FORM S-4 (OR SUCCESSOR FORM), THEN
THE COMPANY SHALL (X) GIVE WRITTEN NOTICE OF SUCH PROPOSED FILING TO THE
SHAREHOLDER AS SOON AS PRACTICABLE BUT IN NO EVENT LESS THAN TEN (10) BUSINESS
DAYS BEFORE THE ANTICIPATED FILING DATE, WHICH NOTICE SHALL DESCRIBE THE AMOUNT
AND TYPE OF SECURITIES TO BE INCLUDED IN SUCH OFFERING, THE INTENDED
METHOD(S) OF DISTRIBUTION, AND THE NAME OF THE PROPOSED MANAGING UNDERWRITER OR
UNDERWRITERS, IF ANY, OF THE OFFERING AND (Y) OFFER TO THE SHAREHOLDER IN SUCH
NOTICE THE OPPORTUNITY TO REGISTER THE SALE OF SUCH NUMBER OF RESTRICTED SHARES
AS THE SHAREHOLDER MAY REQUEST IN WRITING WITHIN FIVE (5) BUSINESS DAYS
FOLLOWING RECEIPT OF SUCH NOTICE (A "PIGGY-BACK REGISTRATION").
THE COMPANY
SHALL CAUSE SUCH RESTRICTED SHARES TO BE INCLUDED IN SUCH REGISTRATION AND SHALL
USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE MANAGING UNDERWRITER OR
UNDERWRITERS OF A PROPOSED UNDERWRITTEN OFFERING TO PERMIT THE RESTRICTED SHARES
REQUESTED TO BE INCLUDED IN THE PIGGY-BACK REGISTRATION TO BE INCLUDED ON THE
SAME TERMS AND CONDITIONS AS ANY SIMILAR SECURITIES OF THE COMPANY AND TO PERMIT
THE SALE OR OTHER DISPOSITION OF SUCH RESTRICTED SHARES IN ACCORDANCE WITH THE
INTENDED METHOD(S) OF DISTRIBUTION THEREOF.
IF THE PIGGY-BACK REGISTRATION
INVOLVES AN UNDERWRITER OR UNDERWRITERS, THE SHAREHOLDER SHALL ENTER INTO AN
UNDERWRITING AGREEMENT IN CUSTOMARY FORM WITH THE UNDERWRITER OR UNDERWRITERS
SELECTED FOR SUCH PIGGY-BACK REGISTRATION BY THE COMPANY AND COMPLETE AND
EXECUTE ANY QUESTIONNAIRES, POWERS OF ATTORNEY, INDEMNITIES, LOCK-UP AGREEMENTS,
SECURITIES ESCROW AGREEMENTS AND OTHER DOCUMENTS REASONABLY REQUIRED OR WHICH
ARE OTHERWISE CUSTOMARY UNDER THE TERMS OF SUCH UNDERWRITING AGREEMENT, AND
FURNISH TO THE COMPANY SUCH INFORMATION AS THE COMPANY MAY REASONABLY REQUEST IN
WRITING FOR INCLUSION IN THE REGISTRATION STATEMENT OR SUCH INFORMATION THAT IS
OTHERWISE CUSTOMARY.
4
2.2.2
REDUCTION OF OFFERING.
IF THE MANAGING UNDERWRITER
OR UNDERWRITERS FOR A PIGGY-BACK REGISTRATION THAT IS TO BE AN UNDERWRITTEN
OFFERING ADVISES THE COMPANY AND THE HOLDERS OF RESTRICTED SHARES THAT THE
DOLLAR AMOUNT OR NUMBER OF SHARES OR OTHER SECURITIES WHICH THE COMPANY DESIRE
TO SELL, TAKEN TOGETHER WITH SHARES OR OTHER SECURITIES, IF ANY, AS TO WHICH
REGISTRATION HAS BEEN DEMANDED PURSUANT TO WRITTEN CONTRACTUAL ARRANGEMENTS WITH
PERSONS OTHER THAN THE SHAREHOLDER, THE RESTRICTED SHARES AS TO WHICH
REGISTRATION HAS BEEN REQUESTED UNDER THIS SECTION 2.2, AND THE SHARES OR OTHER
SECURITIES, IF ANY, AS TO WHICH REGISTRATION HAS BEEN REQUESTED PURSUANT TO