REGISTRATIONS OF REGISTRABLE SECURITIES REQUESTED PURSUANT TO THIS SECTION 8.1
(INCLUDING THE REASONABLE FEES AND EXPENSES OF A SINGLE LEGAL COUNSEL
REPRESENTING ALL SELLING STOCKHOLDERS), OTHER THAN UNDERWRITING DISCOUNTS AND
COMMISSIONS, IF ANY, AND APPLICABLE TRANSFER TAXES, IF ANY.
8.1.4.
ADDITIONAL PROCEDURES.
IN THE CASE OF A REGISTRATION PURSUANT TO THIS
SECTION 8.1, WHENEVER THE INITIATING HOLDERS SHALL REQUEST THAT SUCH
REGISTRATION SHALL BE EFFECTED PURSUANT TO AN UNDERWRITTEN OFFERING, THE COMPANY
SHALL INCLUDE SUCH INFORMATION IN THE WRITTEN NOTICES TO HOLDERS OF REGISTRABLE
SECURITIES REFERRED TO IN SECTION 8.1.2 HEREOF.
IN SUCH EVENT, THE RIGHT OF ANY
HOLDER OF REGISTRABLE SECURITIES TO HAVE SECURITIES OWNED BY SUCH HOLDER
INCLUDED IN SUCH REGISTRATION PURSUANT TO THIS SECTION 8.1 SHALL BE CONDITIONED
UPON SUCH HOLDER'S
18
PARTICIPATION IN SUCH UNDERWRITING AND THE INCLUSION OF SUCH HOLDER'S
REGISTRABLE SECURITIES IN THE UNDERWRITING (UNLESS OTHERWISE MUTUALLY AGREED
UPON BY THE MAJORITY PARTICIPATING HOLDERS AND SUCH HOLDER).
IF REQUESTED BY
THE UNDERWRITERS OF SUCH REGISTRATION, THE COMPANY, TOGETHER WITH THE HOLDERS OF
REGISTRABLE SECURITIES PROPOSING TO DISTRIBUTE THEIR SECURITIES THROUGH SUCH
UNDERWRITING, WILL ENTER INTO AN UNDERWRITING AGREEMENT WITH SUCH UNDERWRITERS
FOR SUCH OFFERING CONTAINING SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANY
AND SUCH HOLDERS AND SUCH OTHER TERMS AND PROVISIONS AS ARE CUSTOMARILY
CONTAINED IN UNDERWRITING AGREEMENTS WITH RESPECT TO SECONDARY DISTRIBUTIONS,
INCLUDING, WITHOUT LIMITATION, CUSTOMARY INDEMNITY AND CONTRIBUTION PROVISIONS
(SUBJECT, IN EACH CASE, TO THE LIMITATIONS ON SUCH LIABILITIES SET FORTH IN THIS
AGREEMENT).
8.2.
PIGGYBACK REGISTRATION RIGHTS.
8.2.1.
GENERAL.
EACH TIME THE COMPANY PROPOSES TO REGISTER ANY SHARES OF
COMMON STOCK UNDER THE SECURITIES ACT ON A FORM WHICH WOULD PERMIT REGISTRATION
OF REGISTRABLE SECURITIES FOR SALE TO THE PUBLIC, FOR ITS OWN ACCOUNT AND/OR FOR
THE ACCOUNT OF ANY HOLDERS OF REGISTRABLE SECURITIES OR AFFILIATE OF A HOLDER OF
REGISTRABLE SECURITIES (PURSUANT TO SECTION 8.1 HEREOF OR OTHERWISE), FOR SALE
IN A PUBLIC OFFERING, THE COMPANY WILL GIVE NOTICE TO ALL HOLDERS OF REGISTRABLE
SECURITIES OF ITS INTENTION TO DO SO.
ANY SUCH HOLDER MAY, BY WRITTEN RESPONSE
DELIVERED TO THE COMPANY WITHIN 20 DAYS AFTER THE EFFECTIVENESS OF SUCH NOTICE,
REQUEST THAT ALL OR A SPECIFIED PART OF THE REGISTRABLE SECURITIES HELD BY SUCH
HOLDER BE INCLUDED IN SUCH REGISTRATION.
THE COMPANY THEREUPON WILL USE ITS
REASONABLE EFFORTS TO CAUSE TO BE INCLUDED IN SUCH REGISTRATION UNDER THE
SECURITIES ACT ALL SHARES OF COMMON STOCK WHICH THE COMPANY HAS BEEN SO
REQUESTED TO REGISTER BY SUCH HOLDERS, TO THE EXTENT REQUIRED TO PERMIT THE
DISPOSITION (IN ACCORDANCE WITH THE METHODS TO BE USED BY THE COMPANY OR OTHER
HOLDERS OF SHARES OF COMMON STOCK IN SUCH PUBLIC OFFERING) OF THE REGISTRABLE
SECURITIES TO BE SO REGISTERED.
NO REGISTRATION OF REGISTRABLE SECURITIES
EFFECTED UNDER THIS SECTION 8.2 SHALL RELIEVE THE COMPANY OF ANY OF ITS
OBLIGATIONS TO EFFECT REGISTRATIONS OF REGISTRABLE SECURITIES PURSUANT TO
SECTION 8.1 HEREOF.
THE COMPANY MAY WITHDRAW OR SUSPEND ANY REGISTRATION
COVERED BY THIS SECTION 8.2 AT ANY TIME (SUBJECT, IN THE CASE OF ANY