OF THE PERMITTED DEMAND REGISTRATIONS. THE COMPANY SHALL PROVIDE
WRITTEN NOTICE TO THE HOLDER OF (X) ANY POSTPONEMENT OR WITHDRAWAL OF THE FILING
OR EFFECTIVENESS OF A
4
REGISTRATION STATEMENT PURSUANT TO THIS SECTION 2(D), (Y) THE COMPANY'S DECISION
TO FILE OR SEEK EFFECTIVENESS OF SUCH REGISTRATION STATEMENT FOLLOWING SUCH
WITHDRAWAL OR POSTPONEMENT AND (Z) THE EFFECTIVENESS OF SUCH REGISTRATION
STATEMENT, WHICH NOTICE, IF IT RELATES TO CLAUSE (X), SHALL INCLUDE THE REASONS
THEREFOR IF THE HOLDER SHALL HAVE PREVIOUSLY EXECUTED A CONFIDENTIALITY
AGREEMENT SATISFACTORY TO THE COMPANY IN RESPECT THEREOF. THE COMPANY MAY DEFER
THE FILING OF A PARTICULAR REGISTRATION STATEMENT PURSUANT TO THIS SECTION 2(D)
ONLY ONCE DURING ANY SIX-MONTH PERIOD.
THE PERIOD DURING WHICH FILING OR
EFFECTIVENESS IS SO POSTPONED HEREUNDER IS REFERRED TO AS A "DELAY PERIOD".
(E)
SELECTION OF UNDERWRITERS.
IF ANY OF THE REGISTRABLE COMMON STOCK
COVERED BY A DEMAND REGISTRATION IS TO BE SOLD IN AN UNDERWRITTEN OFFERING, THE
COMPANY SHALL HAVE THE RIGHT TO SELECT THE MANAGING UNDERWRITERS TO ADMINISTER
THE OFFERING SUBJECT TO THE CONSENT OF THE HOLDER FOR THE BOOK-RUNNING OR LEAD
MANAGING UNDERWRITER, IN ITS SOLE DISCRETION.
(F)
OTHER REGISTRATION RIGHTS.
THE COMPANY SHALL NOT GRANT TO ANY
PERSON THE RIGHT TO REQUEST THE COMPANY (I) TO REGISTER ANY SHARES OF COMMON
STOCK IN A DEMAND REGISTRATION UNLESS SUCH RIGHTS ARE CONSISTENT WITH THE
PROVISIONS HEREOF, OR (II) TO REGISTER ANY SECURITIES OF THE COMPANY (OTHER THAN
SHARES OF COMMON STOCK) IN A DEMAND REGISTRATION.
(G)
EFFECTIVE PERIOD OF DEMAND REGISTRATIONS.
UPON THE DATE OF
EFFECTIVENESS OF ANY DEMAND REGISTRATION FOR AN UNDERWRITTEN OFFERING
CONTEMPLATED TO BE CONSUMMATED AT THE TIME OF EFFECTIVENESS OF THE DEMAND
REGISTRATION, THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO KEEP SUCH
DEMAND REGISTRATION STATEMENT EFFECTIVE FOR A PERIOD EQUAL TO 15 BUSINESS DAYS
FROM SUCH DATE OR SUCH SHORTER PERIOD WHICH SHALL TERMINATE WHEN ALL OF THE
REGISTRABLE COMMON STOCK COVERED BY SUCH DEMAND REGISTRATION HAS BEEN SOLD
PURSUANT TO SUCH DEMAND REGISTRATION. IF THE COMPANY SHALL WITHDRAW ANY DEMAND
REGISTRATION PURSUANT TO SECTION 2(D) OR ISSUE A SUSPENSION NOTICE PURSUANT TO
SECTION 6(F) WITHIN SUCH 15 BUSINESS DAY PERIOD AND BEFORE ALL OF THE
REGISTRABLE COMMON STOCK COVERED BY SUCH DEMAND REGISTRATION HAS BEEN SOLD
PURSUANT THERETO, THE HOLDER SHALL BE ENTITLED TO A REPLACEMENT DEMAND
REGISTRATION WHICH SHALL BE SUBJECT TO ALL OF THE PROVISIONS OF THIS AGREEMENT.
3.
PIGGYBACK REGISTRATIONS.
(A)
RIGHT TO PIGGYBACK.
BEGINNING SIX MONTHS AFTER THE DATE HEREOF,
WHENEVER THE COMPANY PROPOSES TO REGISTER ANY OF ITS COMMON STOCK UNDER THE
SECURITIES ACT (OTHER THAN A REGISTRATION STATEMENT ON FORM S-8 OR ON FORM S-4
OR ANY SIMILAR SUCCESSOR FORMS THERETO), WHETHER FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF ONE OR MORE STOCKHOLDERS OF THE COMPANY AND THE FORM OF REGISTRATION
STATEMENT TO BE USED MAY BE USED FOR ANY REGISTRATION OF REGISTRABLE COMMON
STOCK (A "PIGGYBACK REGISTRATION"), THE COMPANY SHALL GIVE PROMPT WRITTEN NOTICE
(IN ANY EVENT NO LATER THAN 10 DAYS