AND CONDITIONS DETERMINED BY THE MAJORITY PARTICIPATING HOLDERS IN THEIR
SOLE DISCRETION.
IF ANY REGISTRATION PURSUANT TO A HOLDER DEMAND INVOLVES AN
UNDERWRITTEN OFFERING AND THE MANAGING UNDERWRITER(S) OF SUCH OFFERING SHALL
INFORM THE COMPANY IN WRITING OF ITS BELIEF THAT THE NUMBER OF REGISTRABLE
SECURITIES REQUESTED TO BE INCLUDED IN SUCH REGISTRATION PURSUANT TO THIS
SECTION 2.1, WHEN ADDED TO THE NUMBER OF ANY OTHER SECURITIES TO BE OFFERED IN
SUCH REGISTRATION, WOULD MATERIALLY ADVERSELY AFFECT SUCH OFFERING, THEN THE
PARTICIPATING HOLDERS SHALL BE ENTITLED TO PARTICIPATE ON A PRO RATA BASIS BASED
ON THE NUMBER OF SHARES OF REGISTRABLE SECURITIES REQUESTED TO BE INCLUDED IN
THE OFFERING BY EACH SUCH PARTICIPATING HOLDER PRIOR TO THE INCLUSION OF ANY
SECURITIES OTHER THAN REGISTRABLE SECURITIES.
(I)
POSTPONEMENT.
THE COMPANY SHALL BE
ENTITLED ONCE IN ANY TWELVE MONTH PERIOD TO POSTPONE FOR A REASONABLE PERIOD OF
TIME (BUT NOT EXCEEDING 90 DAYS) (THE "POSTPONEMENT PERIOD") THE FILING OF ANY
REGISTRATION STATEMENT REQUIRED TO BE PREPARED AND FILED BY IT PURSUANT TO THIS
SECTION 2.1 IF THE COMPANY DETERMINES, IN ITS REASONABLE JUDGMENT, UPON ADVICE
OF COUNSEL, AS AUTHORIZED BY A RESOLUTION OF THE BOARD OF DIRECTORS, THAT SUCH
REGISTRATION AND OFFERING WOULD REQUIRE PREMATURE DISCLOSURE OF ANY MATERIAL
FINANCING, MATERIAL CORPORATE REORGANIZATION OR OTHER MATERIAL TRANSACTION
INVOLVING THE COMPANY, AND PROMPTLY GIVES THE PARTICIPATING HOLDERS WRITTEN
NOTICE OF SUCH DETERMINATION, CONTAINING, TO THE EXTENT EACH SUCH PARTICIPATING
HOLDER AGREES TO KEEP SUCH INFORMATION CONFIDENTIAL IN ACCORDANCE WITH
REGULATION FD, A SPECIFIC STATEMENT OF THE REASONS FOR SUCH POSTPONEMENT AND AN
APPROXIMATION OF THE ANTICIPATED DELAY.
2.2.
INCIDENTAL REGISTRATION.
(A)
RIGHT TO INCLUDE REGISTRABLE SECURITIES.
IF THE COMPANY AT ANY TIME PROPOSES TO REGISTER ANY OF ITS EQUITY SECURITIES
UNDER THE SECURITIES ACT BY REGISTRATION ON FORM S-L, S-2 OR S-3, OR ANY
SUCCESSOR OR SIMILAR FORM(S) (EXCEPT REGISTRATIONS (I) PURSUANT TO SECTION 2.1,
(II) SOLELY FOR REGISTRATION OF EQUITY SECURITIES IN CONNECTION WITH AN EMPLOYEE
BENEFIT PLAN (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OR DIVIDEND
REINVESTMENT PLAN ON FORM S-8 OR ANY SUCCESSOR FORM THERETO OR (III) IN
CONNECTION WITH ANY ACQUISITION OR MERGER ON FORM S-4 OR ANY SUCCESSOR FORM
THERETO), WHETHER OR NOT FOR SALE FOR ITS OWN ACCOUNT, IT WILL AT EACH SUCH TIME
GIVE PROMPT WRITTEN NOTICE (BUT IN NO EVENT LESS THAN 20 DAYS PRIOR TO THE
INITIAL FILING OF A REGISTRATION STATEMENT WITH RESPECT THERETO) TO EACH OF THE
HOLDERS OF ITS INTENTION TO DO SO AND SUCH NOTICE SHALL OFFER THE HOLDERS OF
SUCH REGISTRABLE SECURITIES THE OPPORTUNITY TO REGISTER UNDER SUCH REGISTRATION
STATEMENT SUCH NUMBER OF REGISTRABLE SECURITIES AS EACH SUCH HOLDER MAY REQUEST
IN WRITING.
UPON THE WRITTEN REQUEST OF ANY OF THE HOLDERS (WHICH REQUEST SHALL
SPECIFY THE MAXIMUM NUMBER OF REGISTRABLE SECURITIES INTENDED TO BE DISPOSED OF
BY SUCH HOLDER), MADE AS PROMPTLY AS PRACTICABLE AND IN ANY EVENT WITHIN 10 DAYS
AFTER THE RECEIPT OF ANY SUCH NOTICE, THE COMPANY SHALL INCLUDE IN SUCH
REGISTRATION UNDER