WRITTEN NOTICE
TO THE PURCHASER OR THE ISSUER CONTAINING ANY INFORMATION REQUIRED UNDER THE
SECURITIES ACT OR THE REGULATIONS PROMULGATED BY THE COMMISSION AND REQUESTED BY
THE PURCHASER OR ANY APPLICABLE UNDERWRITER WITH RESPECT TO CCC AND NECESSARY TO
ENABLE THE REGISTRATION STATEMENT OR ANY AMENDMENT OR SUPPLEMENT THERETO TO
INCLUDE THE INFORMATION REQUIRED REGARDING CCC AND THE INTENDED DISTRIBUTION OF
THE ISSUER SECURITIES (A "NOTICE AND QUESTIONNAIRE") AT LEAST 30 BUSINESS DAYS
PRIOR TO THE DATE OF THE PUT CLOSING.
CCC WILL NOT HAVE ANY RIGHT TO OBTAIN OR
SEEK AN INJUNCTION RESTRAINING OR OTHERWISE DELAYING ANY REGISTRATION BY THE
ISSUER AS THE RESULT OF ANY CONTROVERSY THAT MIGHT ARISE WITH RESPECT TO THE
INTERPRETATION OR IMPLEMENTATION OF THIS AGREEMENT.
(C)
PERMITTED INTERRUPTION.
NOTWITHSTANDING ANY PROVISION OF THIS
AGREEMENT, THE ISSUER WILL NOT BE REQUIRED TO PREPARE OR FILE A REGISTRATION
STATEMENT PURSUANT TO SECTION 3.6(A) OR ANY AMENDMENT OR SUPPLEMENT THERETO
PURSUANT TO SUCH SECTION, AND THE ISSUER WILL BE FREE TO TAKE OR OMIT TO TAKE
ANY OTHER ACTION THAT WOULD RESULT IN ANY SUCH
17
FILING, SUPPLEMENT, OR AMENDMENT NOT BEING PREPARED OR FILED, IF SUCH FILING,
SUPPLEMENT, OR AMENDMENT (AND ANY REQUIRED DISCLOSURE THEREIN), IN THE GOOD
FAITH AND REASONABLE JUDGMENT OF THE ISSUER, WOULD BE ADVERSE TO THE ISSUER AND
ITS SHAREHOLDERS BECAUSE SUCH FILING, SUPPLEMENT, OR AMENDMENT WOULD REQUIRE THE
DISCLOSURE OF MATERIAL NON-PUBLIC INFORMATION CONCERNING THE ISSUER OR ANY
POSSIBLE ACQUISITION, CORPORATE REORGANIZATION, OR OTHER MATERIAL BUSINESS
TRANSACTION INVOLVING THE ISSUER OR ANY OF ITS AFFILIATES, SO LONG AS THE
ISSUER, AS PROMPTLY AS PRACTICABLE AFTER SUCH INFORMATION HAS BEEN PUBLICLY
DISCLOSED OR NO LONGER CONSTITUTES MATERIAL NON-PUBLIC INFORMATION, MAKES SUCH
FILING, SUPPLEMENT, OR AMENDMENT AND SO LONG AS THE ISSUER, AS PROMPTLY AS
PRACTICABLE THEREAFTER, COMPLIES WITH THE REQUIREMENTS OF THIS AGREEMENT, IF
APPLICABLE (ANY PERIOD DESCRIBED IN THIS SECTION 3.6(C) DURING WHICH THE ISSUER
IS NOT REQUIRED TO MAKE SUCH FILING, SUPPLEMENT, OR AMENDMENT IS HEREIN REFERRED
TO AS A "PERMITTED INTERRUPTION").
IF A PERMITTED INTERRUPTION AFFECTS ANY
REGISTRATION UNDER THIS AGREEMENT, THE ISSUER MUST NOTIFY CCC PROMPTLY AFTER
EACH OF THE COMMENCEMENT AND TERMINATION OF EACH PERMITTED INTERRUPTION.
DURING
ANY PERMITTED INTERRUPTION CCC MAY NOT TRANSFER ANY ISSUER SECURITIES PURSUANT
TO ANY EFFECTIVE REGISTRATION STATEMENT FILED PURSUANT TO THIS SECTION 3.6.
THE
ISSUER WILL NOT BE REQUIRED IN THE NOTICE OF A PERMITTED INTERRUPTION TO
DISCLOSE THE CAUSE FOR SUCH PERMITTED INTERRUPTION AND CCC MUST NOT DISCLOSE
RECEIPT OF A NOTICE OF PERMITTED INTERRUPTION TO ANY PERSON OTHER THAN COUNSEL
AND ANY UNDERWRITER OR OTHER PERSON PARTICIPATING IN THE DISTRIBUTION PROCESS.
Section 3.7
Registration Expenses.
In connection with any
registration with the Commission pursuant to this Agreement, the Purchaser must
pay all its and the Issuer's expenses of the registration.
The expenses to be
paid by the Purchaser also will include all underwriting discounts and sales
commissions, if any; registration, filing, and qualification fees; printing and
accounting fees; and the fees and disbursements of a single firm of