SUCH LEGEND OR LEGENDS ARE NO LONGER REQUIRED UNDER THE SECURITIES
ACT.
SECTION 5.07.
LOST, STOLEN, DESTROYED OR MUTILATED SECURITIES.
UPON RECEIPT OF EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY OF THE LOSS,
THEFT, DESTRUCTION OR MUTILATION OF ANY CERTIFICATE FOR ANY SECURITY OF THE
COMPANY AND, IN THE CASE OF LOSS, THEFT OR DESTRUCTION, UPON DELIVERY OF AN
UNDERTAKING BY THE HOLDER THEREOF TO INDEMNIFY THE COMPANY (AND, IF REQUESTED BY
THE COMPANY, THE DELIVERY OF AN INDEMNITY BOND SUFFICIENT IN THE JUDGMENT OF THE
COMPANY TO PROTECT THE COMPANY FROM ANY LOSS IT MAY SUFFER IF A CERTIFICATE IS
REPLACED), OR, IN THE CASE OF MUTILATION, UPON SURRENDER AND CANCELLATION
THEREOF, THE COMPANY WILL ISSUE A NEW CERTIFICATE FOR AN EQUIVALENT NUMBER OF
SHARES OR ANOTHER SECURITY OF LIKE TENOR, AS THE CASE MAY BE.
SECTION 5.08.
NYSE LISTING.
THE COMPANY SHALL USE ITS REASONABLE
BEST EFFORTS TO CAUSE THE SHARES TO BE APPROVED FOR LISTING ON THE NYSE, SUBJECT
TO OFFICIAL NOTICE OF ISSUANCE, PRIOR TO THE CLOSING.
SECTION 5.09.
REGISTRATION AND REGISTERED OFFERINGS.
(A)
SUBJECT TO THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT, THE
COMPANY SHALL FILE AN AUTOMATICALLY EFFECTIVE WKSI SHELF REGISTRATION STATEMENT
ON FORM S-3 (THE "REGISTRATION STATEMENT") COVERING THE SHARES OF COMMON STOCK
AS SOON AS PRACTICABLE BUT NO LATER THAN 10 CALENDAR DAYS FROM THE CLOSING, FOR
RESALE BY THE INVESTOR, SUBJECT ONLY TO THE SELLING RESTRICTIONS SET FORTH IN
THE REGISTRATION RIGHTS AGREEMENT AND IN SECTION 5.13 OF THIS AGREEMENT.
THE
COMPANY SHALL PAY THE REGISTRATION FEES AND THE COSTS OF PROVIDING CUSTOMARY
COMFORT LETTERS AND OPINIONS OF THE COMPANY'S COUNSEL.
(B)
IN THE EVENT OF ANY SALE PURSUANT TO THE REGISTRATION STATEMENT BY
MEANS OF AN UNDERWRITTEN OFFERING, THE INVESTOR SHALL SELECT THE LEAD
BOOK-RUNNING MANAGER FOR SUCH OFFERING, AND AGREES THAT THE COMPANY SHALL HAVE
THE RIGHT, IF IT SO CHOOSES, TO NAME A JOINT ACTIVE BOOK-RUNNING MANAGER
REASONABLY ACCEPTABLE TO THE INVESTOR.
THE COMPANY AND THE INVESTOR (ACTING
REASONABLY AND IN CONSULTATION WITH THE ACTIVE BOOK-RUNNING MANAGERS) SHALL
IDENTIFY AND ASSIGN ROLES TO OTHER UNDERWRITERS, ALLOCATE SHARES WITHIN THE
UNDERWRITING SYNDICATE AND ALLOCATE THE ELEMENTS OF THE UNDERWRITING SPREAD.
DISTRIBUTION OF THE OFFERING SHALL BE IN THE DISCRETION OF THE ACTIVE
BOOK-RUNNING MANAGER OR MANAGERS, EXCEPT THAT THE UNDERWRITERS SHALL AGREE WITH
THE COMPANY AND THE INVESTOR TO USE REASONABLE EFFORTS TO PLACE THE SHARES IN A
BROAD DISTRIBUTION, SUBJECT TO THE COMPANY'S CONSENT TO EXCEPTIONS (NOT TO BE
UNREASONABLY WITHHELD OR DELAYED).
THE COMPANY SHALL PAY OR REIMBURSE ANY
UNDERWRITING DISCOUNTS OR COMMISSIONS (EXCEPT THAT THE COMPANY SHALL NOT BE
REQUIRED TO PAY OR REIMBURSE ANY
21
UNDERWRITING DISCOUNTS OR COMMISSIONS ALLOCATED TO ANY LEAD BOOK-RUNNING MANAGER
SELECTED BY THE INVESTOR) AND PAY ITS OWN COSTS AND EXPENSES, INCLUDING FEES AND
EXPENSES OF ITS COUNSEL AND ACCOUNTANTS.
(C)
AFTER EXPIRATION OF THE LOCK-UP PERIOD (AS DEFINED BELOW), THE
INVESTOR SHALL HAVE "PIGGY-BACK" RESALE RIGHTS IN ACCORDANCE WITH
SECTION 2(G) OF THE REGISTRATION RIGHTS AGREEMENT.
SECTION 5.10.
CALL