COMPANY DETERMINES IN ITS GOOD FAITH JUDGMENT, THAT THE REGISTRATION AND
OFFERING OTHERWISE REQUIRED BY THIS SECTION 3 WOULD HAVE AN ADVERSE EFFECT ON A
THEN CONTEMPLATED PUBLIC OFFERING OF THE COMPANY'S COMMON STOCK, THE COMPANY MAY
POSTPONE THE FILING (BUT NOT THE PREPARATION) OF A REGISTRATION STATEMENT
REQUIRED BY THIS SECTION 3, DURING THE PERIOD STARTING WITH THE 30TH DAY
IMMEDIATELY PRECEDING THE DATE OF THE ANTICIPATED FILING OF, AND ENDING ON A
DATE 90 DAYS (OR SUCH SHORTER PERIOD AS THE MANAGING UNDERWRITER MAY PERMIT)
FOLLOWING THE EFFECTIVE DATE OF, THE REGISTRATION STATEMENT RELATING TO SUCH
OTHER PUBLIC OFFERING; PROVIDED THAT THE COMPANY SHALL AT ALL TIMES IN GOOD
FAITH USE ITS BEST EFFORTS TO CAUSE ANY REGISTRATION STATEMENT REQUIRED BY THIS
SECTION 3 TO BE FILED AS SOON AS POSSIBLE AND; PROVIDED, FURTHER, THAT THE
COMPANY SHALL NOT BE PERMITTED TO POSTPONE REGISTRATION PURSUANT TO THIS SECTION
3(I) MORE THAN ONCE IN ANY 360-DAY PERIOD.
THE COMPANY SHALL PROMPTLY GIVE THE
HOLDERS REQUESTING REGISTRATION THEREOF PURSUANT TO THIS SECTION 3 WRITTEN
NOTICE OF ANY POSTPONEMENT MADE IN ACCORDANCE WITH THE PRECEDING SENTENCE.
IF
THE COMPANY GIVES THE HOLDERS SUCH A NOTICE, THE HOLDERS SHALL HAVE THE RIGHT,
WITHIN 15 DAYS AFTER RECEIPT THEREOF, TO WITHDRAW THEIR REQUEST IN WHICH CASE,
SUCH REQUEST WILL NOT BE COUNTED FOR PURPOSES OF
SECTION 3(G).
6
4.
Registration Procedures.
If and whenever the Company is required to use
its best efforts to effect or cause the registration of any Registrable
Securities under the Securities Act as provided in this Agreement, the Company
will, as expeditiously as possible:
(I)
PREPARE AND, IN ANY EVENT WITHIN 90 DAYS AFTER THE END OF THE
PERIOD WITHIN WHICH A REQUEST FOR REGISTRATION MAY BE GIVEN TO THE COMPANY
PURSUANT TO SECTION 2 OR 3, FILE WITH THE SEC A REGISTRATION STATEMENT WITH
RESPECT TO SUCH REGISTRABLE SECURITIES AND USE ITS BEST EFFORTS TO CAUSE SUCH
REGISTRATION STATEMENT TO BECOME EFFECTIVE, PROVIDED, HOWEVER, THAT THE COMPANY
MAY DISCONTINUE ANY REGISTRATION OF ITS SECURITIES WHICH IS BEING EFFECTED
PURSUANT TO SECTION 2 AT ANY TIME PRIOR TO THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT RELATING THERETO;
(II)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO
SUCH REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS
MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE FOR A PERIOD NOT
IN EXCESS OF 180 DAYS AND TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT,
THE EXCHANGE ACT AND THE RULES AND REGULATIONS OF THE SEC THEREUNDER WITH
RESPECT TO THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH REGISTRATION
STATEMENT DURING SUCH PERIOD IN ACCORDANCE WITH THE INTENDED METHODS OF
DISPOSITION BY THE SELLER OR SELLERS THEREOF SET FORTH IN SUCH REGISTRATION
STATEMENT; PROVIDED THAT BEFORE FILING A REGISTRATION STATEMENT OR PROSPECTUS,
OR ANY AMENDMENTS OR SUPPLEMENTS THERETO, THE COMPANY WILL FURNISH TO COUNSEL
SELECTED PURSUANT TO SECTION 7 HEREOF BY THE HOLDERS OF THE REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT TO REPRESENT