BE RESUMED.
THE TOTAL NUMBER OF DAYS THAT ANY SUCH SUSPENSION MAY BE IN EFFECT IN ANY
ONE-YEAR PERIOD SHALL NOT EXCEED 90 DAYS.
(E)
TERMINATION OF REGISTRATION RIGHTS. A
HOLDER'S REGISTRATION RIGHTS AS TO ANY SECURITIES HELD BY SUCH HOLDER (AND ITS
AFFILIATES, PARTNERS, MEMBERS AND FORMER MEMBERS) SHALL NOT BE AVAILABLE UNLESS
SUCH SECURITIES ARE REGISTRABLE SECURITIES.
(F)
FURNISHING INFORMATION; "MARKET
STAND-OFF" AGREEMENT.
(I)
NEITHER THE INVESTORS NOR ANY HOLDER
SHALL USE ANY "FREE WRITING PROSPECTUS" (AS DEFINED IN RULE 405) IN CONNECTION
WITH THE SALE OF REGISTRABLE SECURITIES WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY.
(II)
IT SHALL BE A CONDITION PRECEDENT TO THE
OBLIGATIONS OF THE COMPANY TO TAKE ANY ACTION PURSUANT TO SECTION 10(C) THAT THE
INVESTORS AND/OR THE OTHER SELLING HOLDERS AND THE UNDERWRITERS, IF ANY, SHALL
FURNISH TO THE COMPANY SUCH INFORMATION REGARDING THEMSELVES, THE REGISTRABLE
SECURITIES HELD BY THEM AND THE INTENDED METHOD OF DISPOSITION OF SUCH
SECURITIES AS SHALL BE REQUIRED TO EFFECT THE REGISTERED OFFERING OF THEIR
REGISTRABLE SECURITIES.
(III)
EACH INVESTOR AND EACH HOLDER HEREBY AGREES:
(A) THAT IT SHALL NOT SELL, TRANSFER, MAKE ANY SHORT SALE OF, GRANT ANY OPTION
FOR THE PURCHASE OF, OR ENTER INTO ANY HEDGING OR SIMILAR TRANSACTION WITH THE
SAME ECONOMIC EFFECT AS A SALE WITH RESPECT TO ANY COMMON EQUITY SECURITIES OF
THE COMPANY OR ANY SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE
FOR ANY COMMON EQUITY SECURITIES OF THE COMPANY HELD BY IT (OTHER THAN THOSE
INCLUDED IN THE REGISTRATION) FOR A PERIOD SPECIFIED BY THE REPRESENTATIVES OF
THE UNDERWRITERS OF THE COMMON EQUITY OR EQUITY-RELATED SECURITIES NOT TO EXCEED
A PERIOD BEGINNING TEN DAYS PRIOR TO AND ENDING 90 DAYS FOLLOWING THE EFFECTIVE
DATE OF ANY FIRM COMMITMENT UNDERWRITTEN REGISTERED SALE OF COMMON EQUITY
SECURITIES OF THE COMPANY OR ANY SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE OR
EXERCISABLE FOR ANY COMMON EQUITY SECURITIES OF THE COMPANY BY THE COMPANY FOR
THE COMPANY'S OWN ACCOUNT IN WHICH THE COMPANY GAVE INVESTOR AN OPPORTUNITY TO
PARTICIPATE IN ACCORDANCE WITH SECTION 10(A)(IV); PROVIDED, THAT THE EXECUTIVE
OFFICERS AND DIRECTORS OF THE COMPANY ENTER INTO SIMILAR AGREEMENTS AND ONLY IF
SUCH PERSONS REMAIN SUBJECT THERETO (AND ARE NOT RELEASED FROM SUCH AGREEMENT)
FOR SUCH PERIOD; AND (B) TO EXECUTE AND DELIVER SUCH OTHER AGREEMENTS AS MAY BE
REASONABLY REQUESTED BY THE COMPANY OR THE REPRESENTATIVES OF THE UNDERWRITERS
WHICH ARE CONSISTENT WITH THE FOREGOING OBLIGATION IN SECTION 10(F) OR WHICH ARE
NECESSARY TO GIVE FURTHER EFFECT THERETO.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS SECTION 10(F)(III), NOTHING HEREIN WILL PREVENT ANY SUCH
INVESTOR OR HOLDER FROM MAKING ANY DISTRIBUTION OF REGISTRABLE SECURITIES TO THE
PARTNERS OR SHAREHOLDERS THEREOF OR
37
A TRANSFER TO AN AFFILIATE THAT IS OTHERWISE IN COMPLIANCE WITH APPLICABLE
SECURITIES LAWS AND SECTION 6(E)(II)(A).
(G)
INDEMNIFICATION.
(I)
THE COMPANY AGREES TO INDEMNIFY EACH
HOLDER AND, IF A HOLDER IS A PERSON OTHER THAN AN INDIVIDUAL, SUCH HOLDER'S
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND AFFILIATES, AND EACH
PERSON, IF ANY, THAT