any Holder by name or otherwise as the Holder of any
securities of the Company, then such Holder shall have the right to require
(i) the insertion therein of language, in form and substance satisfactory to
such Holder and the Company, to the effect that the holding by such Holder of
such securities is not to be construed as a recommendation by such Holder of the
investment quality of the Company's securities covered thereby and that such
holding does not imply that such Holder will assist in meeting any future
financial requirements of the Company, or (ii) in the event that such reference
to such Holder by name or otherwise is not in the judgment of the Company, as
advised by counsel, required by the Securities Act or any similar federal
statute or any state "blue sky" or securities law then in force, the deletion of
the reference to such Holder.
2.5.
REGISTRATION EXPENSES.
ALL EXPENSES INCURRED IN CONNECTION WITH
ANY REGISTRATION, FILING, QUALIFICATION OR COMPLIANCE PURSUANT TO ARTICLE 2
SHALL BE BORNE BY THE COMPANY, WHETHER OR NOT A REGISTRATION STATEMENT BECOMES
EFFECTIVE.
ALL UNDERWRITING DISCOUNTS AND ALL SELLING COMMISSIONS RELATING TO
SECURITIES REGISTERED BY THE HOLDERS SHALL BE BORNE BY THE HOLDERS OF SUCH
SECURITIES PRO RATA IN ACCORDANCE WITH THE NUMBER OF SHARES SOLD IN THE OFFERING
BY SUCH PARTICIPATING HOLDER.
2.6.
CERTAIN LIMITATIONS ON REGISTRATION RIGHTS.
IN THE CASE OF ANY
REGISTRATION UNDER SECTION 2.1 PURSUANT TO AN UNDERWRITTEN OFFERING, OR, IN THE
CASE OF A REGISTRATION UNDER SECTION 2.2, ALL SECURITIES TO BE INCLUDED IN SUCH
REGISTRATION SHALL BE SUBJECT TO THE UNDERWRITING AGREEMENT AND NO PERSON MAY
PARTICIPATE IN SUCH REGISTRATION OR OFFERING UNLESS SUCH PERSON (I) AGREES TO
SELL SUCH PERSON'S SECURITIES ON THE BASIS PROVIDED THEREIN AND COMPLETES AND
EXECUTES ALL REASONABLE QUESTIONNAIRES, AND OTHER DOCUMENTS (INCLUDING CUSTODY
AGREEMENTS AND POWERS OF ATTORNEY) WHICH MUST BE EXECUTED IN CONNECTION
THEREWITH; PROVIDED, HOWEVER, THAT ALL SUCH
17
DOCUMENTS SHALL BE CONSISTENT WITH THE PROVISIONS HEREOF AND (II) PROVIDES SUCH
OTHER INFORMATION TO THE COMPANY OR THE UNDERWRITER AS MAY BE NECESSARY TO
REGISTER SUCH PERSON'S SECURITIES.
2.7.
LIMITATIONS ON SALE OR DISTRIBUTION OF OTHER SECURITIES.
(A)
EACH HOLDER AGREES, (I) TO THE EXTENT REQUESTED IN WRITING BY A
MANAGING UNDERWRITER, IF ANY, OF ANY REGISTRATION EFFECTED PURSUANT TO
SECTION 2.1, NOT TO SELL, TRANSFER OR OTHERWISE DISPOSE OF, INCLUDING ANY SALE
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, ANY COMMON EQUITY, OR ANY OTHER
EQUITY SECURITY OF THE COMPANY OR ANY SECURITY CONVERTIBLE INTO OR EXCHANGEABLE
OR EXERCISABLE FOR ANY EQUITY SECURITY OF THE COMPANY (OTHER THAN AS PART OF
SUCH UNDERWRITTEN PUBLIC OFFERING) DURING THE TIME PERIOD REASONABLY REQUESTED
BY THE MANAGING UNDERWRITER, NOT TO EXCEED NINETY (90) DAYS (AND THE COMPANY
HEREBY ALSO SO AGREES (EXCEPT THAT THE COMPANY MAY EFFECT ANY SALE OR
DISTRIBUTION OF ANY SUCH SECURITIES PURSUANT TO A REGISTRATION ON FORM S-4 (IF
REASONABLY ACCEPTABLE TO SUCH MANAGING UNDERWRITER) OR FORM S-8, OR ANY
SUCCESSOR