CAUSE SUCH REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE BY
THE SEC WITHIN 90 DAYS AFTER THE INITIAL FILING OF THE REGISTRATION STATEMENT,
AND IF SUCH REGISTRATION STATEMENT IS NOT DECLARED EFFECTIVE WITHIN 90 DAYS
AFTER ITS INITIAL FILING, AS SOON AS POSSIBLE THEREAFTER.
THE COMPANY SHALL
INCLUDE IN SUCH REGISTRATION STATEMENT:
(I)
THE REGISTRABLE SECURITIES WHICH THE
HOLDERS HAVE REQUESTED TO BE REGISTERED BY THE COMPANY FOR DISPOSITION IN
ACCORDANCE WITH THE INTENDED METHOD OF DISPOSITION STATED IN SUCH REQUEST;
(II)
ALL OTHER REGISTRABLE SECURITIES THE
HOLDERS OF WHICH SHALL HAVE MADE A WRITTEN REQUEST TO THE COMPANY FOR
REGISTRATION THEREOF WITHIN 30 DAYS AFTER THE GIVING OF SUCH WRITTEN NOTICE BY
THE COMPANY (WHICH REQUEST SHALL SPECIFY THE INTENDED METHOD OF DISPOSITION OF
SUCH REGISTRABLE SECURITIES); AND
(III)
ALL SHARES OF COMMON STOCK WHICH THE COMPANY
OR PERSONS ENTITLED TO EXERCISE "PIGGY-BACK" REGISTRATION RIGHTS PURSUANT TO
CONTRACTUAL COMMITMENTS OF THE COMPANY MAY ELECT TO REGISTER IN CONNECTION WITH
THE OFFERING OF REGISTRABLE SECURITIES PURSUANT TO THIS SECTION 2.2;
all to the extent requisite to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Securities and the
additional shares of Common Stock, if any, so to be registered; provided, that,
the provisions of this Section 2.2 shall not require the Company to effect more
than one registration of Registrable Securities.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, THE COMPANY SHALL NOT BE REQUIRED TO EFFECT A
REGISTRATION PURSUANT TO THIS SECTION 2.2 WITHIN 180 DAYS FOLLOWING THE
EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY IN ACCORDANCE
WITH SECTION 2.3 FOR THE ACCOUNT OF ANOTHER HOLDER OF REGISTRABLE SECURITIES IF
THE HOLDERS WERE AFFORDED THE OPPORTUNITY TO INCLUDE THE REGISTRABLE SECURITIES
IN SUCH REGISTRATION.
(C)
THE REGISTRATION UNDER THIS SECTION 2.2 SHALL BE ON AN APPROPRIATE
REGISTRATION STATEMENT THAT PERMITS THE DISPOSITION OF SUCH REGISTRABLE
SECURITIES IN ACCORDANCE WITH THE INTENDED METHODS OF DISTRIBUTION SPECIFIED BY
THE MAJORITY HOLDERS IN THEIR REQUEST FOR REGISTRATION.
THE COMPANY AGREES TO
INCLUDE IN ANY SUCH REGISTRATION STATEMENT ALL INFORMATION WHICH HOLDERS OF
REGISTRABLE SECURITIES BEING REGISTERED SHALL REASONABLY REQUEST TO EFFECT THE
REGISTRATION.
(D)
A REGISTRATION REQUESTED PURSUANT TO THIS SECTION 2.2 SHALL NOT BE
DEEMED TO HAVE BEEN EFFECTED (I) UNLESS A REGISTRATION STATEMENT WITH RESPECT
THERETO REGISTERING ALL OF THE REGISTRABLE SECURITIES INITIALLY INCLUDED ON SUCH
REGISTRATION STATEMENT PURSUANT TO SECTION 2.2(A)(I) AND (II) HAS BECOME
EFFECTIVE; PROVIDED, THAT A REGISTRATION STATEMENT WHICH DOES NOT BECOME
EFFECTIVE AFTER THE COMPANY HAS FILED A REGISTRATION STATEMENT WITH RESPECT
THERETO SOLELY BY REASON OF THE REFUSAL TO PROCEED OF THE MAJORITY HOLDERS
(OTHER THAN A REFUSAL TO PROCEED BASED UPON THE ADVICE OF COUNSEL RELATING TO A
MATTER WITH RESPECT TO THE COMPANY) OR BECAUSE OF A BREACH OF THIS AGREEMENT BY
ANY HOLDER SHALL BE DEEMED TO HAVE BEEN EFFECTED BY THE
4
COMPANY AT THE REQUEST OF THE MAJORITY HOLDERS UNLESS THE HOLDERS ELECTING TO
HAVE REGISTRABLE SECURITIES REGISTERED