A
17
SPECIAL REGISTRATION (AS DEFINED BELOW) AND THE REGISTRATION FORM TO BE FILED
MAY BE USED FOR THE REGISTRATION OR QUALIFICATION FOR DISTRIBUTION OF
REGISTRABLE SECURITIES, THE COMPANY WILL GIVE PROMPT WRITTEN NOTICE TO THE
PURCHASER AND ALL OTHER HOLDERS OF ITS INTENTION TO EFFECT SUCH A REGISTRATION
(BUT IN NO EVENT LESS THAN TEN DAYS PRIOR TO THE ANTICIPATED FILING DATE) AND
(SUBJECT TO THE NEXT PARAGRAPH BELOW) WILL INCLUDE IN SUCH REGISTRATION ALL
REGISTRABLE SECURITIES WITH RESPECT TO WHICH THE COMPANY HAS RECEIVED WRITTEN
REQUESTS FOR INCLUSION THEREIN WITHIN TEN BUSINESS DAYS AFTER THE DATE OF THE
COMPANY'S NOTICE (A "PIGGYBACK REGISTRATION").
ANY SUCH PERSON THAT HAS MADE
SUCH A WRITTEN REQUEST MAY WITHDRAW ITS REGISTRABLE SECURITIES FROM SUCH
PIGGYBACK REGISTRATION BY GIVING WRITTEN NOTICE TO THE COMPANY AND THE MANAGING
UNDERWRITER, IF ANY, ON OR BEFORE THE FIFTH BUSINESS DAY PRIOR TO THE PLANNED
EFFECTIVE DATE OF SUCH PIGGYBACK REGISTRATION. THE COMPANY MAY TERMINATE OR
WITHDRAW ANY REGISTRATION UNDER THIS SECTION 7.1(F) PRIOR TO THE EFFECTIVENESS
OF SUCH REGISTRATION, WHETHER OR NOT THE PURCHASER OR ANY OTHER HOLDERS HAVE
ELECTED TO INCLUDE REGISTRABLE SECURITIES IN SUCH REGISTRATION.
"SPECIAL
REGISTRATION" MEANS THE REGISTRATION OF (I) EQUITY SECURITIES AND/OR OPTIONS OR
OTHER RIGHTS IN RESPECT THEREOF SOLELY REGISTERED ON FORM S-4 OR FORM S-8 (OR
SUCCESSOR FORM) OR (II) SHARES OF EQUITY SECURITIES AND/OR OPTIONS OR OTHER
RIGHTS IN RESPECT THEREOF TO BE OFFERED TO DIRECTORS, MEMBERS OF MANAGEMENT,
EMPLOYEES, CONSULTANTS, CUSTOMERS, LENDERS OR VENDORS OF THE COMPANY OR COMPANY
SUBSIDIARIES OR IN CONNECTION WITH DIVIDEND REINVESTMENT PLANS.
IF (X) THE COMPANY GRANTS "PIGGYBACK" REGISTRATION RIGHTS TO ONE OR MORE THIRD
PARTIES TO INCLUDE THEIR SECURITIES IN AN UNDERWRITTEN OFFERING UNDER THE
REGISTRATION STATEMENT OR (Y) A PIGGYBACK REGISTRATION RELATES TO AN
UNDERWRITTEN PRIMARY OFFERING ON BEHALF OF THE COMPANY, AND IN EITHER CASE THE
MANAGING UNDERWRITERS ADVISE THE COMPANY THAT IN THEIR REASONABLE OPINION THE
NUMBER OF SECURITIES REQUESTED TO BE INCLUDED IN SUCH OFFERING EXCEEDS THE
NUMBER WHICH CAN BE SOLD WITHOUT ADVERSELY AFFECTING THE MARKETABILITY OF SUCH
OFFERING (INCLUDING AN ADVERSE EFFECT ON THE PER SHARE OFFERING PRICE), THE
COMPANY WILL INCLUDE IN SUCH REGISTRATION OR PROSPECTUS ONLY SUCH NUMBER OF
SECURITIES THAT IN THE REASONABLE OPINION OF SUCH UNDERWRITERS CAN BE SOLD
WITHOUT ADVERSELY AFFECTING THE MARKETABILITY OF THE OFFERING (INCLUDING AN
ADVERSE EFFECT ON THE PER SHARE OFFERING PRICE), WHICH SECURITIES WILL BE SO
INCLUDED IN THE FOLLOWING ORDER OF PRIORITY: (I) FIRST, IN THE CASE OF A
PIGGYBACK REGISTRATION, THE SECURITIES THE COMPANY PROPOSES TO SELL,
(II) SECOND, REGISTRABLE SECURITIES OF THE PURCHASER AND ALL OTHER HOLDERS WHO
HAVE REQUESTED REGISTRATION OF REGISTRABLE SECURITIES, PRO RATA ON THE BASIS OF
THE AGGREGATE NUMBER OF SUCH SECURITIES OR SHARES OWNED BY EACH SUCH PERSON AND
(III) THIRD, ANY OTHER SECURITIES OF THE COMPANY THAT HAVE BEEN REQUESTED TO BE
SO INCLUDED, SUBJECT TO THE TERMS OF THIS AGREEMENT.
7.2
REGISTRATION PROCEDURES.
IN CONNECTION WITH THE COMPANY'S REGISTRATION
OBLIGATIONS HEREUNDER, THE COMPANY SHALL: