BY SUCH INDEMNIFIED
PARTY IN CONNECTION WITH INVESTIGATING OR DEFENDING ANY SUCH ACTION OR CLAIM.
NOTWITHSTANDING THE PROVISIONS OF THIS SECTION 13, NO SELLER OF REGISTRABLE
SECURITIES SHALL BE REQUIRED TO CONTRIBUTE PURSUANT TO THIS SECTION 13 ANY
AMOUNT IN EXCESS OF THE SUM OF (I) ANY AMOUNTS PAID PURSUANT TO SECTION 13(B)
ABOVE AND (II) THE NET PROCEEDS RECEIVED BY SUCH SELLER FROM THE SALE OF
REGISTRABLE SECURITIES COVERED BY THE REGISTRATION STATEMENT FILED PURSUANT
HERETO. NO PERSON GUILTY OF FRAUDULENT MISREPRESENTATION (WITHIN THE MEANING OF
SECTION 11(F) OF THE SECURITIES ACT) SHALL BE ENTITLED TO CONTRIBUTION FROM ANY
PERSON WHO WAS NOT GUILTY OF SUCH FRAUDULENT MISREPRESENTATION.
14.
PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.
(A)
NO PERSON MAY PARTICIPATE IN ANY
UNDERWRITTEN REGISTRATION HEREUNDER UNLESS SUCH PERSON (I) AGREES TO SELL SUCH
PERSON'S SECURITIES ON THE BASIS PROVIDED IN ANY UNDERWRITING ARRANGEMENTS
APPROVED BY THE PERSON OR PERSONS ENTITLED HEREUNDER TO APPROVE SUCH
ARRANGEMENTS (INCLUDING PURSUANT TO THE TERMS OF ANY OVER-ALLOTMENT OR "GREEN
SHOE" OPTION REQUESTED BY THE MANAGING UNDERWRITER(S), PROVIDED THAT NO HOLDER
OF REGISTRABLE SECURITIES WILL BE REQUIRED TO SELL MORE THAN THE NUMBER OF
REGISTRABLE SECURITIES THAT SUCH HOLDER HAS REQUESTED THE CORPORATION TO INCLUDE
IN ANY REGISTRATION) AND (II) COMPLETES AND EXECUTES ALL QUESTIONNAIRES, POWERS
OF ATTORNEY, INDEMNITIES, UNDERWRITING AGREEMENTS, AND OTHER DOCUMENTS
REASONABLY REQUIRED UNDER THE TERMS OF SUCH UNDERWRITING ARRANGEMENTS; PROVIDED
THAT NO HOLDER OF REGISTRABLE SECURITIES INCLUDED IN ANY UNDERWRITTEN
REGISTRATION SHALL BE REQUIRED TO MAKE ANY REPRESENTATIONS OR WARRANTIES TO THE
CORPORATION OR THE UNDERWRITERS (OTHER THAN REPRESENTATIONS AND WARRANTIES
REGARDING SUCH HOLDER AND SUCH HOLDER'S INTENDED METHOD OF DISTRIBUTION) OR TO
UNDERTAKE ANY INDEMNIFICATION OBLIGATIONS TO THE CORPORATION OR THE UNDERWRITERS
WITH RESPECT THERETO, EXCEPT AS OTHERWISE PROVIDED IN SECTION 13 HEREOF.
(B)
EACH PERSON THAT IS PARTICIPATING IN ANY
REGISTRATION HEREUNDER AGREES THAT, UPON RECEIPT OF ANY NOTICE FROM THE
CORPORATION OF THE HAPPENING OF ANY EVENT OF THE KIND DESCRIBED IN SECTION 11(E)
ABOVE, SUCH PERSON WILL IMMEDIATELY DISCONTINUE THE DISPOSITION OF ITS
REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT UNTIL SUCH
PERSON'S RECEIPT OF THE
19
COPIES OF A SUPPLEMENTED OR AMENDED PROSPECTUS AS CONTEMPLATED BY SECTION 11(E).
IN THE EVENT THE CORPORATION SHALL GIVE ANY SUCH NOTICE, THE APPLICABLE TIME
PERIOD MENTIONED IN SECTION 11(B) DURING WHICH A REGISTRATION STATEMENT IS TO
REMAIN EFFECTIVE SHALL BE EXTENDED BY THE NUMBER OF DAYS DURING THE PERIOD FROM
AND INCLUDING THE DATE OF THE GIVING OF SUCH NOTICE PURSUANT TO THIS SECTION
14(B) TO AND INCLUDING THE DATE WHEN EACH SELLER OF A REGISTRABLE SECURITY
COVERED BY SUCH REGISTRATION STATEMENT SHALL HAVE RECEIVED THE COPIES OF THE
SUPPLEMENTED OR AMENDED PROSPECTUS CONTEMPLATED BY SECTION 11(E).
15.
ADJUSTMENTS AFFECTING REGISTRABLE
SECURITIES. THE COMPANY SHALL NOT TAKE ANY ACTION, OR PERMIT ANY CHANGE TO
OCCUR, WITH RESPECT TO ITS SECURITIES THAT WOULD ADVERSELY AFFECT THE ABILITY OF
THE HOLDERS OF REGISTRABLE SECURITIES TO INCLUDE SUCH REGISTRABLE SECURITIES IN
A REGISTRATION UNDERTAKEN PURSUANT TO THIS AGREEMENT OR THAT WOULD ADVERSELY