of the Company that
covers any of the Registrable Securities pursuant to the provisions of this
Agreement including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and
regulations promulgated by the SEC thereunder.
SECTION 2.
SHELF REGISTRATION.
(A)
THE COMPANY SHALL PREPARE OR CAUSE TO BE
PREPARED, AND USE BEST EFFORTS TO FILE OR TO CAUSE TO BE FILED WITH THE SEC, BY
THE DATE (THE "FILING DEADLINE DATE") FORTY-FIVE (45) DAYS AFTER THE CLOSING, A
REGISTRATION STATEMENT FOR AN OFFERING TO BE MADE ON A DELAYED OR CONTINUOUS
BASIS PURSUANT TO RULE 415 OF THE SECURITIES ACT REGISTERING THE RESALE FROM
TIME TO TIME BY THE HOLDERS OF THE REGISTRABLE SECURITIES.
THE REGISTRATION
STATEMENT SHALL BE ON AN APPROPRIATE FORM PERMITTING REGISTRATION OF SUCH
REGISTRABLE SECURITIES FOR RESALE BY THE HOLDERS IN ACCORDANCE WITH THE METHODS
OF DISTRIBUTION ELECTED BY THE HOLDERS AND SET FORTH IN THE REGISTRATION
STATEMENT.
THE COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE
REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE UNDER THE SECURITIES ACT AS
PROMPTLY AS IS PRACTICABLE AND WITHIN ONE HUNDRED AND EIGHTY (180) DAYS AFTER
THE FILING DEADLINE DATE, BUT IN NO EVENT LATER THAN THREE HUNDRED AND
SIXTY-FIVE (365) DAYS AFTER THE FILING DEADLINE DATE, AND TO KEEP THE
REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE UNDER THE SECURITIES ACT UNTIL THE
EXPIRATION OF THE EFFECTIVENESS PERIOD.
AT THE TIME THE REGISTRATION STATEMENT
IS DECLARED EFFECTIVE, THE HOLDERS SHALL BE NAMED AS THE SELLING SECURITYHOLDERS
IN THE REGISTRATION STATEMENT AND THE RELATED PROSPECTUS IN SUCH A MANNER AS TO
2
permit the Holders to deliver such Prospectus to purchasers of Registrable
Securities in accordance with applicable law.
(B)
IF THE COMPANY PROPOSES TO REGISTER ANY OF
ITS SECURITIES UNDER THE SECURITIES ACT IN CONNECTION WITH THE PUBLIC OFFERING
OF SUCH SECURITIES SOLELY FOR CASH (OTHER THAN A REGISTRATION ON FORM S-4, FORM
S-8, OR ANY SUCCESSOR OR SIMILAR FORMS, OR THE REGISTRATION STATEMENT FILED
PURSUANT TO THE REGISTRATION RIGHTS AGREEMENTS DATED AUGUST 12, 2002, BY AND
BETWEEN THE COMPANY AND ZOMAX INCORPORATED), IT WILL PROMPTLY, BUT NOT LATER
THAN TWENTY-ONE (21) DAYS BEFORE THE ANTICIPATED DATE OF FILING SUCH
REGISTRATION STATEMENT, GIVE WRITTEN NOTICE TO THE HOLDERS.
UPON THE WRITTEN
REQUEST OF ANY OF THE HOLDERS MADE WITHIN FOURTEEN (14) DAYS AFTER THE RECEIPT
OF ANY SUCH NOTICE (WHICH REQUEST SHALL SPECIFY THE REGISTRABLE SECURITIES
INTENDED TO BE DISPOSED OF BY ANY SUCH HOLDER AND THE INTENDED METHOD OF
DISTRIBUTION THEREOF), THE COMPANY WILL USE ITS REASONABLE EFFORTS TO EFFECT THE
REGISTRATION UNDER THE SECURITIES ACT OF ALL REGISTRABLE SECURITIES WHICH THE
COMPANY HAS BEEN REQUESTED TO REGISTER BY SUCH HOLDER IN ACCORDANCE WITH THE
INTENDED METHODS OF DISTRIBUTION SPECIFIED IN SUCH REQUEST; PROVIDED, HOWEVER,
THAT (A) IF,