REPORTS PURSUANT TO THE EXCHANGE ACT, UPON THE REQUEST OF
ANY HOLDER OF REGISTRABLE SECURITIES, THE COMPANY SHALL MAKE PUBLICLY AVAILABLE
THE INFORMATION SPECIFIED IN SUBPARAGRAPH (C)(2) OF RULE 144 OF THE SECURITIES
ACT, AND TAKE SUCH FURTHER ACTION AS MAY BE REASONABLY REQUIRED FROM TIME TO
TIME AND AS MAY BE WITHIN THE REASONABLE CONTROL OF THE COMPANY, TO ENABLE THE
HOLDERS TO TRANSFER REGISTRABLE SECURITIES WITHOUT REGISTRATION UNDER THE
SECURITIES ACT WITHIN THE LIMITATION OF THE EXEMPTIONS PROVIDED BY RULE 144
UNDER THE SECURITIES ACT OR ANY SIMILAR RULE OR REGULATION HEREAFTER ADOPTED BY
THE COMMISSION.
11.2.
THE COMPANY SHALL NOT EFFECT ANY PUBLIC SALE OR DISTRIBUTION OF ANY
SHARES OF COMMON STOCK OR ANY SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE OR
EXERCISABLE FOR SHARES OF COMMON STOCK, DURING THE FIVE BUSINESS DAYS PRIOR TO,
AND DURING THE 90-DAY PERIOD BEGINNING ON, THE COMMENCEMENT OF A PUBLIC
DISTRIBUTION OF THE REGISTRABLE SECURITIES PURSUANT TO ANY REGISTRATION
STATEMENT PREPARED PURSUANT TO THIS AGREEMENT.
THE COMPANY SHALL NOT EFFECT ANY
REGISTRATION OF ITS SECURITIES (OTHER THAN ON FORMS S-4 OR FORMS S-8 OR ANY
SUCCESSOR FORMS OR PURSUANT TO SUCH OTHER REGISTRATION RIGHTS AGREEMENTS AS MAY
BE APPROVED IN WRITING BY THE SELLING HOLDERS), OR EFFECT ANY PUBLIC OR PRIVATE
SALE OR DISTRIBUTION OF ANY OF ITS SECURITIES, INCLUDING A SALE PURSUANT TO
REGULATION D UNDER THE SECURITIES ACT, WHETHER ON ITS OWN BEHALF OR AT THE
REQUEST OF ANY HOLDER OR HOLDERS OF SUCH SECURITIES FROM THE DATE OF A REQUEST
FOR A DEMAND REGISTRATION PURSUANT TO SECTION 2.1 UNTIL THE EARLIER OF (X) 90
DAYS FOLLOWING THE DATE AS OF WHICH ALL SECURITIES COVERED BY SUCH DEMAND
REGISTRATION SHALL HAVE BEEN TRANSFERRED, AND (Y) 180 DAYS FOLLOWING THE
EFFECTIVE DATE OF SUCH DEMAND REGISTRATION, UNLESS THE COMPANY SHALL HAVE
PREVIOUSLY NOTIFIED IN WRITING ALL SELLING HOLDERS OF THE COMPANY'S DESIRE TO DO
SO, AND SELLING HOLDERS OWNING A MAJORITY OF THE REGISTRABLE SECURITIES OR THE
UNDERWRITERS' REPRESENTATIVE, IF ANY, SHALL HAVE CONSENTED THERETO IN WRITING.
11.3.
THE COMPANY SHALL NOT, DIRECTLY OR INDIRECTLY, (X) ENTER INTO ANY
MERGER, CONSOLIDATION OR REORGANIZATION IN WHICH THE COMPANY SHALL NOT BE THE
SURVIVING CORPORATION OR (Y) TRANSFER OR AGREE TO TRANSFER ALL OR SUBSTANTIALLY
ALL THE COMPANY'S ASSETS, UNLESS PRIOR TO SUCH MERGER, CONSOLIDATION,
REORGANIZATION OR ASSET TRANSFER, THE SURVIVING CORPORATION OR THE TRANSFEREE,
RESPECTIVELY, SHALL HAVE AGREED IN WRITING TO ASSUME THE OBLIGATIONS OF THE
COMPANY UNDER THIS AGREEMENT, AND FOR THAT PURPOSE REFERENCES HEREUNDER TO
"REGISTRABLE SECURITIES" SHALL BE DEEMED TO INCLUDE THE SECURITIES WHICH THE
HOLDERS OF REGISTRABLE SECURITIES WOULD BE ENTITLED TO RECEIVE IN EXCHANGE FOR
REGISTRABLE SECURITIES PURSUANT TO ANY SUCH MERGER, CONSOLIDATION OR
REORGANIZATION.
SECTION 12.
AMENDMENT, MODIFICATION AND WAIVERS; FURTHER ASSURANCES.
(i)
This Agreement may be amended with the consent of the Company,
and the Company may take any action herein prohibited, or omit to perform any
act herein required to be performed by it, only if the Company shall have
obtained the written consent