A MATERIAL
ADVERSE EFFECT ON THE COMPANY OR ITS BUSINESS OR ON THE COMPANY'S ABILITY TO
EFFECT A MATERIAL PROPOSED ACQUISITION, DISPOSITION, FINANCING, REORGANIZATION,
RECAPITALIZATION OR SIMILAR TRANSACTION, THEN THE COMPANY MAY, UPON GIVING
PROMPT WRITTEN NOTICE OF SUCH ACTION TO THE HOLDERS PARTICIPATING IN SUCH
REGISTRATION, DELAY THE FILING OR INITIAL EFFECTIVENESS OF, OR SUSPEND USE OF,
SUCH REGISTRATION STATEMENT; PROVIDED, THAT THE COMPANY SHALL NOT BE PERMITTED
TO DO SO (I) MORE THAN TWO TIMES DURING ANY 12 MONTH PERIOD, (II) FOR A PERIOD
EXCEEDING 30 DAYS ON ANY ONE OCCASION OR (III) FOR A PERIOD EXCEEDING 60 DAYS IN
ANY 12 MONTH PERIOD.
IN THE EVENT THE COMPANY EXERCISES ITS RIGHTS UNDER THE
PRECEDING SENTENCE, SUCH HOLDERS AGREE TO SUSPEND, PROMPTLY UPON THEIR RECEIPT
OF THE NOTICE REFERRED TO ABOVE, THEIR USE OF ANY PROSPECTUS RELATING TO SUCH
REGISTRATION IN CONNECTION WITH ANY SALE OR OFFER TO SELL REGISTRABLE
SECURITIES.
THE COMPANY SHALL PROMPTLY NOTIFY SUCH HOLDERS OF THE EXPIRATION OF
ANY PERIOD DURING WHICH IT EXERCISED ITS RIGHTS UNDER THIS SECTION 6.1.5.
THE
COMPANY AGREES THAT, IN THE EVENT IT EXERCISES ITS RIGHTS UNDER THIS SECTION
6.1.5, IT SHALL, WITHIN 30 DAYS FOLLOWING SUCH HOLDERS' RECEIPT OF THE NOTICE OF
SUSPENSION, UPDATE THE SUSPENDED REGISTRATION STATEMENT AS MAY BE NECESSARY TO
PERMIT THE HOLDERS TO RESUME
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USE THEREOF IN CONNECTION WITH THE OFFER AND SALE OF THEIR REGISTRABLE
SECURITIES IN ACCORDANCE WITH APPLICABLE LAW.
6.2.
PIGGYBACK REGISTRATION RIGHTS.
6.2.1.
PIGGYBACK REGISTRATION.
.
GENERAL.
EACH TIME THE COMPANY PROPOSES TO REGISTER ANY SHARES OF
COMMON STOCK UNDER THE SECURITIES ACT ON A FORM WHICH WOULD PERMIT REGISTRATION
OF REGISTRABLE SECURITIES FOR SALE TO THE PUBLIC, FOR ITS OWN ACCOUNT AND/OR FOR
THE ACCOUNT OF ANY OTHER PERSON (PURSUANT TO SECTION 6.1 OR OTHERWISE) FOR SALE
IN A PUBLIC OFFERING, THE COMPANY WILL GIVE NOTICE TO ALL HOLDERS OF ITS
INTENTION TO DO SO.
ANY HOLDER MAY, BY WRITTEN RESPONSE DELIVERED TO THE
COMPANY WITHIN 20 DAYS AFTER THE DATE OF DELIVERY OF SUCH NOTICE, REQUEST THAT
ALL OR A SPECIFIED PART OF SUCH HOLDER'S REGISTRABLE SECURITIES BE INCLUDED IN
SUCH REGISTRATION.
THE COMPANY THEREUPON WILL USE ITS REASONABLE EFFORTS TO
CAUSE TO BE INCLUDED IN SUCH REGISTRATION UNDER THE SECURITIES ACT ALL
REGISTRABLE SECURITIES WHICH THE COMPANY HAS BEEN SO REQUESTED TO REGISTER BY
SUCH HOLDERS, TO THE EXTENT REQUIRED TO PERMIT THE DISPOSITION (IN ACCORDANCE
WITH THE METHODS TO BE USED BY THE COMPANY OR OTHER HOLDERS IN SUCH PUBLIC
OFFERING) OF THE REGISTRABLE SECURITIES TO BE SO REGISTERED; PROVIDED THAT (I)
IF, AT ANY TIME AFTER GIVING WRITTEN NOTICE OF ITS INTENTION TO REGISTER ANY
SECURITIES, THE COMPANY SHALL DETERMINE FOR ANY REASON NOT TO PROCEED WITH THE
PROPOSED REGISTRATION OF THE SECURITIES TO BE SOLD BY IT, THE COMPANY MAY, AT
ITS ELECTION, GIVE WRITTEN NOTICE OF SUCH DETERMINATION TO EACH HOLDER AND,
THEREUPON, SHALL BE RELIEVED OF ITS OBLIGATION TO REGISTER ANY REGISTRABLE
SECURITIES IN CONNECTION WITH SUCH REGISTRATION (BUT NOT