SUCH UNDERWRITTEN OFFERING, SHALL BE
REASONABLY ACCEPTABLE TO THE STOCKHOLDER, AND THE OTHER CO-LEAD MANAGING
UNDERWRITER FOR SUCH UNDERWRITTEN OFFERING SHALL BE SELECTED BY THE STOCKHOLDER
AND SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THE CO-LEAD MANAGING
UNDERWRITER SELECTED BY THE COMPANY SHALL ESTABLISH THE PRICING OF THE COMMON
STOCK IN THE UNDERWRITTEN OFFERING.
3.
REGISTRATION PROCEDURES.
IF THE
COMPANY IS DELIVERING SETTLEMENT SHARES TO THE STOCKHOLDER UNDER THE NOTE, THE
COMPANY WILL:
(I)
PREPARE AND FILE WITH THE COMMISSION THE
REQUISITE REGISTRATION STATEMENT TO EFFECT THE REGISTRATION THEREOF AND CAUSE
SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE PRIOR TO THE FINAL MATURITY
DATE, PROVIDED THAT BEFORE FILING SUCH REGISTRATION STATEMENT OR ANY AMENDMENTS
THERETO, THE COMPANY WILL FURNISH TO THE COUNSEL SELECTED BY THE STOCKHOLDER
COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE FILED, AND AFFORD SUCH COUNSEL A
REASONABLE PERIOD OF TIME TO REVIEW SUCH FILING BEFORE ANY SUCH FILING IS MADE,
AND THE COMPANY WILL COMPLY WITH ANY REASONABLE AND TIMELY REQUEST MADE BY SUCH
COUNSEL TO MAKE CHANGES IN ANY INFORMATION CONTAINED IN SUCH DOCUMENTS RELATING
TO THE STOCKHOLDER;
(II)
PREPARE AND FILE WITH THE COMMISSION SUCH
AMENDMENTS AND SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AND THE PROSPECTUS
USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO MAINTAIN THE EFFECTIVENESS
OF SUCH REGISTRATION AND TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT
WITH RESPECT TO THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH REGISTRATION
STATEMENT UNTIL THE EARLIER OF (A) SUCH TIME AS ALL OF SUCH SECURITIES HAVE BEEN
DISPOSED OF AND (B) THE DATE WHICH IS ONE YEAR AFTER THE DATE OF DELIVERY OF THE
SETTLEMENT SHARES TO THE STOCKHOLDER;
(III)
FURNISH TO THE STOCKHOLDER SUCH NUMBER OF
CONFORMED COPIES OF SUCH REGISTRATION STATEMENT AND OF EACH SUCH AMENDMENT AND
SUPPLEMENT THERETO (IN EACH CASE INCLUDING ALL EXHIBITS), SUCH NUMBER OF COPIES
OF THE PROSPECTUS CONTAINED IN SUCH REGISTRATION STATEMENT AND ANY SUPPLEMENTS
THERETO AND ANY OTHER PROSPECTUS FILED UNDER RULE 424 UNDER THE SECURITIES ACT,
IN CONFORMITY WITH THE REQUIREMENTS OF THE SECURITIES ACT, AND SUCH OTHER
DOCUMENTS, INCLUDING DOCUMENTS INCORPORATED BY REFERENCE, AS THE STOCKHOLDER MAY
REASONABLY REQUEST;
(IV)
USE REASONABLE BEST EFFORTS TO REGISTER OR
QUALIFY ALL REGISTRABLE SECURITIES REGISTERED PURSUANT TO SUCH REGISTRATION
STATEMENT UNDER SUCH OTHER SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS
THE STOCKHOLDER SHALL REASONABLY REQUEST, TO KEEP SUCH REGISTRATION OR
QUALIFICATION IN EFFECT FOR SO LONG AS SUCH REGISTRATION STATEMENT REMAINS
4
IN EFFECT, AND TAKE ANY OTHER ACTION WHICH MAY BE REASONABLY NECESSARY OR
ADVISABLE TO ENABLE THE STOCKHOLDER TO CONSUMMATE THE DISPOSITION IN SUCH
JURISDICTIONS OF THE SECURITIES OWNED BY THE STOCKHOLDER, EXCEPT THAT THE
COMPANY SHALL NOT FOR ANY SUCH PURPOSE BE REQUIRED TO QUALIFY GENERALLY TO DO
BUSINESS AS A FOREIGN CORPORATION IN ANY JURISDICTION WHEREIN IT WOULD NOT BUT
FOR THE REQUIREMENTS OF THIS CLAUSE (IV) BE OBLIGATED TO BE SO QUALIFIED, TO BE
SUBJECT TO TAXATION OR TO CONSENT TO GENERAL SERVICE OF PROCESS IN ANY SUCH
JURISDICTION;
(V)