SOON AS
PRACTICABLE, BUT IN NO EVENT LATER THAN THE ADDITIONAL EFFECTIVENESS DEADLINE.
BY 5:30 P.M. NEW YORK TIME ON THE BUSINESS DAY FOLLOWING THE ADDITIONAL
EFFECTIVE DATE, THE COMPANY SHALL FILE WITH THE SEC IN ACCORDANCE WITH RULE 424
UNDER THE 1933 ACT THE FINAL PROSPECTUS TO BE USED IN CONNECTION WITH SALES
PURSUANT TO SUCH ADDITIONAL REGISTRATION STATEMENT.
C.
ALLOCATION OF REGISTRABLE SECURITIES.
THE INITIAL NUMBER OF
REGISTRABLE SECURITIES INCLUDED IN ANY REGISTRATION STATEMENT AND ANY INCREASE
OR DECREASE IN THE NUMBER OF REGISTRABLE SECURITIES INCLUDED THEREIN SHALL BE
ALLOCATED PRO RATA AMONG THE INVESTORS BASED ON THE NUMBER OF REGISTRABLE
SECURITIES HELD BY EACH INVESTOR AT THE TIME THE REGISTRATION STATEMENT COVERING
SUCH INITIAL NUMBER OF REGISTRABLE SECURITIES OR INCREASE OR DECREASE THEREOF IS
DECLARED EFFECTIVE BY THE SEC.
IN THE EVENT THAT AN INVESTOR SELLS OR OTHERWISE
TRANSFERS ANY OF SUCH INVESTOR'S REGISTRABLE SECURITIES, EACH TRANSFEREE SHALL
BE ALLOCATED A PRO RATA PORTION OF THE THEN REMAINING NUMBER OF REGISTRABLE
SECURITIES INCLUDED IN SUCH REGISTRATION STATEMENT FOR SUCH TRANSFEROR.
ANY
SHARES OF COMMON STOCK INCLUDED IN A REGISTRATION STATEMENT AND WHICH REMAIN
ALLOCATED TO ANY PERSON WHICH CEASES TO HOLD ANY REGISTRABLE SECURITIES COVERED
BY SUCH REGISTRATION STATEMENT SHALL BE ALLOCATED TO THE REMAINING INVESTORS,
PRO RATA BASED ON THE NUMBER OF REGISTRABLE SECURITIES THEN HELD BY SUCH
INVESTORS WHICH ARE COVERED BY SUCH REGISTRATION STATEMENT.
IN NO EVENT SHALL
THE COMPANY INCLUDE ANY SECURITIES OTHER THAN REGISTRABLE SECURITIES ON ANY
REGISTRATION STATEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED
HOLDERS.
D.
LEGAL COUNSEL.
SUBJECT TO SECTION 5 HEREOF, THE REQUIRED HOLDERS
SHALL HAVE THE RIGHT TO SELECT ONE LEGAL COUNSEL TO REVIEW AND OVERSEE ANY
REGISTRATION PURSUANT TO THIS SECTION 2 ("LEGAL COUNSEL"), WHICH SHALL BE
SCHULTE ROTH & ZABEL LLP OR SUCH OTHER COUNSEL AS THEREAFTER DESIGNATED BY THE
REQUIRED HOLDERS.
THE COMPANY AND LEGAL COUNSEL SHALL REASONABLY COOPERATE WITH
EACH OTHER IN PERFORMING THE COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT.
5
E.
INELIGIBILITY FOR FORM S-3.
IN THE EVENT THAT FORM S-3 IS NOT
AVAILABLE FOR THE REGISTRATION OF THE RESALE OF REGISTRABLE SECURITIES
HEREUNDER, THE COMPANY SHALL (I) REGISTER THE RESALE OF THE REGISTRABLE
SECURITIES ON ANOTHER APPROPRIATE FORM REASONABLY ACCEPTABLE TO THE REQUIRED
HOLDERS AND (II) UNDERTAKE TO REGISTER THE REGISTRABLE SECURITIES ON FORM S-3 AS
SOON AS SUCH FORM IS AVAILABLE, PROVIDED THAT THE COMPANY SHALL MAINTAIN THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT THEN IN EFFECT UNTIL SUCH TIME AS A
REGISTRATION STATEMENT ON FORM S-3 COVERING THE REGISTRABLE SECURITIES HAS BEEN
DECLARED EFFECTIVE BY THE SEC.
F.
SUFFICIENT NUMBER OF SHARES REGISTERED.
IN THE EVENT THE NUMBER OF
SHARES AVAILABLE UNDER A REGISTRATION STATEMENT FILED PURSUANT TO
SECTION 2(A) OR SECTION 2(B) IS INSUFFICIENT TO COVER ALL OF THE REGISTRABLE
SECURITIES REQUIRED TO BE COVERED BY SUCH REGISTRATION STATEMENT OR AN
INVESTOR'S ALLOCATED PORTION OF THE REGISTRABLE SECURITIES PURSUANT TO
SECTION 2(C), THE COMPANY SHALL AMEND THE APPLICABLE REGISTRATION STATEMENT, OR
FILE A NEW REGISTRATION STATEMENT (ON THE