applies to fewer than all of the holders of the Registrable Securities.
No
consideration shall be offered or paid to any Person to amend or consent to a
waiver or modification of any provision of any of this Agreement unless the same
consideration also is offered to all of the parties to this Agreement.
10.
MISCELLANEOUS.
(A)
A PERSON IS DEEMED TO BE A HOLDER OF REGISTRABLE SECURITIES
WHENEVER SUCH PERSON OWNS OR IS DEEMED TO OWN OF RECORD SUCH REGISTRABLE
SECURITIES OR OWNS THE RIGHT TO RECEIVE THE REGISTRABLE SECURITIES.
IF THE
COMPANY RECEIVES CONFLICTING INSTRUCTIONS, NOTICES OR ELECTIONS FROM TWO (2) OR
MORE PERSONS WITH RESPECT TO THE SAME REGISTRABLE SECURITIES, THE COMPANY SHALL
ACT UPON THE BASIS OF INSTRUCTIONS, NOTICE OR ELECTION RECEIVED FROM THE
REGISTERED OWNER OF SUCH REGISTRABLE SECURITIES.
(B)
NO PIGGYBACK ON REGISTRATIONS.
EXCEPT AS SET FORTH ON SCHEDULE
10(B) ATTACHED HERETO, NEITHER THE COMPANY NOR ANY OF ITS SECURITY HOLDERS
(OTHER THAN THE BUYERS IN SUCH CAPACITY PURSUANT HERETO) MAY INCLUDE SECURITIES
OF THE COMPANY IN THE INITIAL REGISTRATION STATEMENT OTHER THAN THE REGISTRABLE
SECURITIES.
THE COMPANY SHALL NOT FILE ANY OTHER REGISTRATION STATEMENTS UNTIL
THE INITIAL REGISTRATION STATEMENT REQUIRED HEREUNDER IS DECLARED EFFECTIVE BY
THE SEC, PROVIDED THAT THIS SECTION 10(B) SHALL NOT PROHIBIT THE COMPANY FROM
FILING AMENDMENTS TO REGISTRATION STATEMENTS ALREADY FILED.
(C)
PIGGY-BACK REGISTRATIONS.
IF AT ANY TIME THERE IS NOT AN
EFFECTIVE REGISTRATION STATEMENT COVERING ALL OF THE REGISTRABLE SECURITIES AND
THE COMPANY SHALL DETERMINE TO PREPARE AND FILE WITH THE SEC A REGISTRATION
STATEMENT RELATING TO AN OFFERING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF OTHERS
UNDER THE SECURITIES ACT OF ANY OF ITS EQUITY SECURITIES, OTHER THAN ON FORM S-4
OR FORM S-8 (EACH AS PROMULGATED UNDER THE SECURITIES ACT) OR THEIR THEN
EQUIVALENTS RELATING TO EQUITY SECURITIES TO BE ISSUED SOLELY IN CONNECTION WITH
ANY ACQUISITION OF ANY ENTITY OR BUSINESS OR EQUITY SECURITIES ISSUABLE IN
CONNECTION WITH THE STOCK OPTION OR OTHER EMPLOYEE BENEFIT PLANS, THEN THE
COMPANY SHALL SEND TO EACH BUYER A WRITTEN NOTICE OF SUCH DETERMINATION AND, IF
WITHIN FIFTEEN (15) DAYS AFTER THE DATE OF SUCH NOTICE, ANY SUCH BUYER SHALL SO
REQUEST IN WRITING, THE COMPANY SHALL INCLUDE IN SUCH REGISTRATION STATEMENT ALL
OR ANY PART OF SUCH REGISTRABLE SECURITIES SUCH BUYER REQUESTS TO BE REGISTERED;
PROVIDED, HOWEVER, THAT, THE COMPANY SHALL NOT BE REQUIRED TO REGISTER ANY
REGISTRABLE SECURITIES PURSUANT TO THIS SECTION 10(C) THAT ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144(K) PROMULGATED UNDER THE SECURITIES ACT OR THAT ARE
THE SUBJECT OF A THEN EFFECTIVE REGISTRATION STATEMENT.
(D)
ANY NOTICES, CONSENTS, WAIVERS OR OTHER COMMUNICATIONS REQUIRED OR
PERMITTED TO BE GIVEN UNDER THE TERMS OF THIS AGREEMENT MUST BE IN WRITING AND
WILL BE DEEMED TO HAVE BEEN DELIVERED:
(I) UPON RECEIPT, WHEN DELIVERED
PERSONALLY; (II) UPON RECEIPT, WHEN SENT BY FACSIMILE (PROVIDED CONFIRMATION OF
TRANSMISSION IS MECHANICALLY OR ELECTRONICALLY GENERATED AND KEPT ON FILE BY THE
SENDING PARTY); OR (III) ONE (1) BUSINESS