OR OTHER GOVERNMENTAL AGENCY
OR COURT FOR ANY REASON PRIOR TO THE EXPIRATION OF A 180 DAY PERIOD FOLLOWING
SUCH REGISTRATION STATEMENT'S EFFECTIVENESS; PROVIDED, HOWEVER, THAT THE COMPANY
SHALL REMAIN OBLIGATED TO USE ITS REASONABLE BEST EFFORTS TO OBTAIN THE
WITHDRAWAL OF SUCH STOP ORDER AND OTHERWISE UNDERTAKE ITS OBLIGATIONS AS SET
FORTH IN SECTION 2.5 WITH RESPECT TO SUCH REGISTRATION STATEMENT, OR (III) IF
THE CONDITIONS TO CLOSING SPECIFIED IN ANY PURCHASE AGREEMENT OR UNDERWRITING
AGREEMENT ENTERED INTO IN CONNECTION WITH SUCH REGISTRATION ARE NOT SATISFIED,
OTHER THAN DUE SOLELY TO SOME ACT OR OMISSION BY THE HOLDERS ELECTING TO HAVE
REGISTRABLE SECURITIES REGISTERED PURSUANT TO SUCH REGISTRATION STATEMENT.
(E)
IF A REQUESTED REGISTRATION PURSUANT TO THIS SECTION 2.2 INVOLVES AN
UNDERWRITTEN OFFERING, AND THE MANAGING UNDERWRITER SHALL ADVISE THE COMPANY IN
WRITING (WITH A COPY TO EACH HOLDER OF REGISTRABLE SECURITIES REQUESTING
REGISTRATION) THAT, IN ITS OPINION, THE NUMBER OF SECURITIES REQUESTED TO BE
INCLUDED IN SUCH REGISTRATION (INCLUDING SECURITIES OF THE COMPANY WHICH ARE NOT
REGISTRABLE SECURITIES) EXCEEDS THE NUMBER WHICH CAN BE SOLD IN SUCH OFFERING
WITHIN A PRICE RANGE REASONABLY ACCEPTABLE TO THE COMPANY AND TO THE HOLDERS OF
A MAJORITY (BY NUMBER OF SHARES) OF THE REGISTRABLE SECURITIES REQUESTED TO BE
INCLUDED IN SUCH REGISTRATION STATEMENT, THE COMPANY WILL INCLUDE IN SUCH
REGISTRATION, TO THE EXTENT OF THE NUMBER WHICH THE COMPANY IS SO ADVISED CAN BE
SOLD IN SUCH OFFERING, (I) FIRST, THE REGISTRABLE SECURITIES WHICH HAVE BEEN
REQUESTED TO BE INCLUDED IN SUCH REGISTRATION BY THE
5
HOLDERS PURSUANT TO THIS AGREEMENT (PRO RATA BASED ON THE AMOUNT OF REGISTRABLE
SECURITIES SOUGHT TO BE REGISTERED BY SUCH PERSONS), (II) SECOND, PROVIDED THAT
NO SECURITIES SOUGHT TO BE INCLUDED BY THE HOLDERS HAVE BEEN EXCLUDED FROM SUCH
REGISTRATION, THE SECURITIES OF OTHER PERSONS ENTITLED TO EXERCISE "PIGGY-BACK"
REGISTRATION RIGHTS PURSUANT TO CONTRACTUAL COMMITMENTS OF THE COMPANY (PRO RATA
BASED ON THE AMOUNT OF SECURITIES SOUGHT TO BE REGISTERED BY SUCH PERSONS) AND
(III) THIRD, SECURITIES THE COMPANY PROPOSES TO REGISTER.
(F)
THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO KEEP ANY
REGISTRATION STATEMENT FILED PURSUANT TO THIS SECTION 2.2 CONTINUOUSLY EFFECTIVE
UNTIL THE REGISTRABLE SECURITIES REGISTERED PURSUANT TO SUCH REGISTRATION
STATEMENT CEASE TO CONSTITUTE REGISTRABLE SECURITIES.
(G)
THE COMPANY SHALL HAVE THE RIGHT AT ANY TIME, TO SUSPEND THE FILING OF A
REGISTRATION STATEMENT UNDER THIS SECTION 2.2 OR REQUIRE THAT THE HOLDERS OF
REGISTRABLE SECURITIES SUSPEND FURTHER OPEN MARKET OFFERS AND SALES OF
REGISTRABLE SECURITIES PURSUANT TO A REGISTRATION STATEMENT FILED HEREUNDER FOR
A PERIOD NOT TO EXCEED AN AGGREGATE OF 30 DAYS IN ANY SIX MONTH PERIOD OR AN
AGGREGATE OF 60 DAYS IN ANY TWELVE-MONTH PERIOD FOR VALID BUSINESS REASONS (NOT
INCLUDING AVOIDANCE OF THEIR OBLIGATIONS HEREUNDER) (I) TO AVOID PREMATURE
PUBLIC DISCLOSURE OF A PENDING CORPORATE TRANSACTION, INCLUDING PENDING
ACQUISITIONS OR DIVESTITURES OF ASSETS, MERGERS AND COMBINATIONS AND SIMILAR
EVENTS; (II) UPON THE OCCURRENCE OF ANY OF THE EVENTS SPECIFIED IN
SECTION 2.5(E), UNTIL THE TIME THAT