any liability or obligation to the
Holders under this Section 2.
Any Holder shall have the right to withdraw its
request for inclusion of its Registrable Shares in any registration statement
pursuant to this Section 2 by giving written notice to the Company of its
request to withdraw; provided, however, that (i) such request must be made in
writing prior to the earlier of the execution of the underwriting agreement or
the execution of the custody agreement with respect to such registration and
(ii) such withdrawal shall be irrevocable and, after making such withdrawal, a
3
Holder shall no longer have any right to include Registrable Shares in the
registration as to which such withdrawal was made.
3.
Obligations of the Company.
Whenever required under Section 2 or
Section 7 to use its reasonable best efforts to effect the registration of any
Registrable Shares, the Company shall, as expeditiously as reasonably possible:
(A)
PREPARE AND FILE WITH THE SEC A REGISTRATION STATEMENT WITH RESPECT TO SUCH
REGISTRABLE SHARES AND USE ITS REASONABLE BEST EFFORTS TO CAUSE SUCH
REGISTRATION STATEMENT TO BECOME AND REMAIN EFFECTIVE FOR TWELVE (12) MONTHS
FROM THE EFFECTIVE DATE OR SUCH LESSER PERIOD UNTIL THE DISTRIBUTION THEREOF HAS
BEEN COMPLETED (THE "EFFECTIVENESS PERIOD").
(B)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO SUCH
REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH SUCH
REGISTRATION STATEMENT AS MAY BE NECESSARY TO COMPLY WITH THE PROVISIONS OF THE
SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT.
(C)
FURNISH, WITHOUT CHARGE, TO THE SELLING HOLDERS AT LEAST ONE PHOTOCOPY OF A
SIGNED COPY, OF THE REGISTRATION STATEMENT AND ANY POST-EFFECTIVE AMENDMENTS
THERETO, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, ALL DOCUMENTS
INCORPORATED THEREIN BY REFERENCE, ALL EXHIBITS (INCLUDING THOSE INCORPORATED BY
REFERENCE) AND ANY FREE WRITING PROSPECTUS UTILIZED IN CONNECTION THEREWITH AND
SUCH REASONABLE NUMBERS OF COPIES OF THE REGISTRATION STATEMENT, EACH AMENDMENT
AND SUPPLEMENT THERETO, EACH PROSPECTUS, RELATED THERE TO INCLUDING A
PRELIMINARY PROSPECTUS, RELATED THERETO IN CONFORMITY WITH THE REQUIREMENTS OF
THE SECURITIES ACT, EACH FREE WRITING PROSPECTUS UTILIZED IN CONNECTION
THEREWITH, AND SUCH OTHER DOCUMENTS AS THEY MAY REASONABLY REQUEST IN ORDER TO
FACILITATE THE DISPOSITION OF SUCH REGISTRABLE SHARES OWNED BY THEM.
(D)
USE ITS REASONABLE BEST EFFORTS TO REGISTER AND QUALIFY THE REGISTRABLE
SHARES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR
"BLUE SKY" LAWS OF SUCH STATES AS SHALL BE REASONABLY APPROPRIATE FOR THE
DISTRIBUTION OF THE SECURITIES COVERED BY THE REGISTRATION STATEMENT AND DO ANY
AND ALL OTHER ACTS AND THINGS WHICH MAY BE REASONABLY NECESSARY OR ADVISABLE TO
ENABLE THE SELLING HOLDERS OR UNDERWRITER, IF ANY, TO CONSUMMATE THE DISPOSITION
OF THE REGISTRABLE SHARES IN SUCH JURISDICTIONS, PROVIDED THAT THE COMPANY SHALL
NOT BE REQUIRED IN CONNECTION THEREWITH OR AS A CONDITION THERETO TO QUALIFY TO
DO BUSINESS, TO AMEND ITS CERTIFICATE OF INCORPORATION OR BY-LAWS IN A MANNER
THAT THE BOARD OF DIRECTORS OF THE COMPANY DETERMINES IS INADVISABLE OR