(C)
GENERAL.
(I)
UNDERWRITING.
THE RIGHTS OF THE INVESTOR PURSUANT TO THIS
SECTION 8.2 SHALL BE CONDITIONED UPON THE INVESTOR'S PARTICIPATION IN SUCH
UNDERWRITING AND THE INCLUSION OF SUCH INVESTOR'S REGISTRABLE SECURITIES IN THE
UNDERWRITING TO THE EXTENT PROVIDED HEREIN.
THE INVESTOR MAY ELECT TO INCLUDE
IN SUCH UNDERWRITING ALL OR A PART OF THE REGISTRABLE SECURITIES HELD BY SUCH
INVESTOR.
THE UNDERWRITER(S) FOR ANY REGISTRATION STATEMENT UNDER THIS SECTION
8.2 SHALL BE SELECTED BY THE COMPANY AFTER CONSULTATION WITH THE INVESTOR.
(II)
PROCEDURES.
IF THE COMPANY SHALL REQUEST INCLUSION IN ANY
REGISTRATION PURSUANT TO THIS SECTION 8.2 OF SECURITIES BEING SOLD FOR ITS OWN
ACCOUNT, OR IF OTHER PERSONS SHALL REQUEST INCLUSION IN ANY REGISTRATION
PURSUANT TO THIS SECTION 8.2, THE INVESTOR INITIATING SUCH REGISTRATION SHALL,
ON BEHALF OF ALL HOLDERS OF REGISTRABLE SECURITIES, OFFER TO INCLUDE SUCH
SECURITIES IN THE UNDERWRITING AND MAY CONDITION SUCH OFFER ON THEIR ACCEPTANCE
OF THE APPLICABLE PROVISIONS OF THIS SECTION 8.
THE COMPANY SHALL (TOGETHER
WITH ALL HOLDERS OR OTHER PERSONS PROPOSING TO DISTRIBUTE THEIR SECURITIES
THROUGH SUCH UNDERWRITING) ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER AN
UNDERWRITING AGREEMENT IN CUSTOMARY FORM WITH THE MANAGING UNDERWRITER SELECTED
FOR SUCH UNDERWRITING BY THE COMPANY.
NOTWITHSTANDING ANY OTHER PROVISION OF
THIS SECTION 8.2, IF THE MANAGING UNDERWRITER ADVISES THE INVESTOR IN WRITING
THAT
18
MARKETING FACTORS REQUIRE A LIMITATION OF THE NUMBER OF SECONDARY SHARES TO BE
UNDERWRITTEN, THE NUMBER OF SHARES TO BE INCLUDED IN THE UNDERWRITING OR
REGISTRATION SHALL BE ALLOCATED AS SET FORTH IN SECTION 8.11.
IF ANY PERSON WHO
HAS REQUESTED INCLUSION IN SUCH REGISTRATION AS PROVIDED ABOVE DISAPPROVES OF
THE TERMS OF THE UNDERWRITING, SUCH PERSON SHALL BE EXCLUDED THEREFROM BY
WRITTEN NOTICE DELIVERED BY THE COMPANY OR THE MANAGING UNDERWRITER.
ANY
REGISTRABLE SECURITIES AND/OR OTHER SECURITIES SO EXCLUDED OR WITHDRAWN SHALL
ALSO BE WITHDRAWN FROM REGISTRATION.
(III)
WITHDRAWN REQUESTS.
NOTWITHSTANDING THE FOREGOING AND SUBJECT TO
SECTION 8.7 OF THIS AGREEMENT, A REGISTRATION WILL COUNT FOR PURPOSES OF
SECTIONS 8.2(A)(III) OR 8.2(B)(IV) HEREOF IF IT IS CLOSED OR WITHDRAWN AT THE
REQUEST OF THE INVESTOR; PROVIDED, HOWEVER, A WITHDRAWN REGISTRATION SHALL NOT
BE COUNTED AS A REQUESTED REGISTRATION PURSUANT TO SECTIONS 8.2(A)(III) AND
8.2(B)(IV) HEREOF IF THE INVESTOR BEARS THE REGISTRATION EXPENSES OF SUCH
WITHDRAWN REGISTRATION PURSUANT TO SECTION 8.7.
8.3
Company Registration.
(A)
PIGGYBACK RIGHTS.
IF
AT ANY TIME FOLLOWING THE IPO, THE COMPANY
SHALL DETERMINE TO REGISTER ANY OF ITS SECURITIES FOR THE ACCOUNT OF A SECURITY
HOLDER OR HOLDERS OTHER THAN (A) A REGISTRATION PURSUANT TO SECTIONS 8.2 OR 8.3
HEREOF, (B) A REGISTRATION ON FORM S-4, S-8, OR ANY SUCCESSOR OR SIMILAR FORMS,
OR (C) A REGISTRATION ON ANY REGISTRATION FORM THAT DOES NOT PERMIT SECONDARY
SALES, THE COMPANY WILL:
(I)
WITHIN FIFTEEN (15) DAYS DELIVER TO THE INVESTOR WRITTEN NOTICE
THEREOF; AND
(II)
USE ITS BEST EFFORTS TO INCLUDE IN SUCH REGISTRATION (AND ANY
RELATED QUALIFICATION UNDER BLUE SKY LAWS OR OTHER COMPLIANCE), EXCEPT AS SET
FORTH IN SECTION 8.3(B) BELOW, AND IN