FURTHER INFORMATION TO TAKE SUCH ACTIONS AS ARE REQUIRED TO
NAME SUCH HOLDER AS A SELLING SECURITY HOLDER IN THE REGISTRATION STATEMENT OR
ANY PRE-EFFECTIVE OR POST-EFFECTIVE AMENDMENT THERETO AND TO INCLUDE (TO THE
EXTENT NOT THERETOFORE INCLUDED) IN THE REGISTRATION STATEMENT THE REGISTRABLE
SECURITIES IDENTIFIED IN SUCH LATE SELLING STOCKHOLDER QUESTIONNAIRE OR REQUEST
FOR FURTHER INFORMATION. EACH HOLDER ACKNOWLEDGES AND AGREES THAT THE
INFORMATION IN THE SELLING STOCKHOLDER QUESTIONNAIRE OR REQUEST FOR FURTHER
INFORMATION AS DESCRIBED IN THIS SECTION 2(D) WILL BE USED BY THE COMPANY IN THE
PREPARATION OF THE REGISTRATION STATEMENT AND HEREBY CONSENTS TO THE INCLUSION
OF SUCH INFORMATION IN THE REGISTRATION STATEMENT.
(E)
[RESERVED.]
(F)
IN THE EVENT THAT FORM S-3 IS NOT
AVAILABLE FOR THE REGISTRATION
OF THE RESALE OF REGISTRABLE SECURITIES HEREUNDER, THE COMPANY SHALL
(I) REGISTER THE RESALE OF THE REGISTRABLE SECURITIES ON ANOTHER APPROPRIATE
FORM REASONABLY ACCEPTABLE TO THE HOLDERS AND (II) UNDERTAKE TO REGISTER THE
REGISTRABLE SECURITIES ON FORM S-3 PROMPTLY AFTER SUCH FORM IS AVAILABLE,
PROVIDED THAT THE COMPANY SHALL MAINTAIN THE EFFECTIVENESS OF THE REGISTRATION
STATEMENT THEN IN EFFECT UNTIL SUCH TIME AS A REGISTRATION STATEMENT ON FORM S-3
COVERING THE REGISTRABLE SECURITIES HAS BEEN DECLARED EFFECTIVE BY THE
COMMISSION.
(g)
To the extent that a Holder has the right, pursuant to the terms
of an agreement entered into with the Company prior to the date hereof, to cause
the Company to register any securities issued by the Company (the "Prior
Registration Rights"), such Holder hereby waives the Prior Registration Rights
and acknowledges and agrees that the only such registration rights such Holder
has shall be set forth in this Agreement.
7
3.
REGISTRATION PROCEDURES.
In connection with the Company's registration obligations hereunder, the Company
shall:
(A)
NOT LESS THAN FIVE (5) TRADING DAYS PRIOR TO THE FILING OF A
REGISTRATION STATEMENT AND NOT LESS THAN THREE (3) TRADING DAY PRIOR TO THE
FILING OF ANY RELATED PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO (EXCEPT
FOR ANNUAL REPORTS ON FORM 10-K, QUARTERLY REPORTS ON FORM 10-Q AND CURRENT
REPORTS ON FORM 8-K AND ANY SIMILAR OR SUCCESSOR REPORTS), THE COMPANY SHALL,
(I) FURNISH TO THE HOLDER COPIES OF SUCH REGISTRATION STATEMENT, PROSPECTUS OR
AMENDMENT OR SUPPLEMENT THERETO, AS PROPOSED TO BE FILED, WHICH DOCUMENTS WILL
BE SUBJECT TO THE REVIEW OF SUCH HOLDER (IT BEING ACKNOWLEDGED AND AGREED THAT
IF A HOLDER DOES NOT OBJECT TO OR COMMENT ON THE AFOREMENTIONED DOCUMENTS WITHIN
SUCH FIVE (5) TRADING DAY OR THREE (3) TRADING DAY PERIOD, AS THE CASE MAY BE,
THEN THE HOLDER SHALL BE DEEMED TO HAVE CONSENTED TO AND APPROVED THE USE OF
SUCH DOCUMENTS), AND (II) CAUSE ITS OFFICERS AND DIRECTORS, COUNSEL AND
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS TO RESPOND TO SUCH INQUIRIES AS SHALL
BE REASONABLY NECESSARY, IN THE REASONABLE OPINION OF RESPECTIVE COUNSEL TO EACH
HOLDER, TO CONDUCT A REASONABLE INVESTIGATION WITHIN THE MEANING OF THE
SECURITIES ACT.
THE COMPANY SHALL NOT FILE ANY REGISTRATION STATEMENT OR
AMENDMENT OR SUPPLEMENT THERETO IN A FORM