SECTION 2.3 SHALL NOT BE COUNTED AS DEMAND REGISTRATIONS EFFECTED PURSUANT TO
SECTION 2.1.
ARTICLE 3
REGISTRATION PROCEDURES
SECTION 3.1
FILINGS; INFORMATION. WHENEVER
PARAMOUNT IS REQUIRED TO EFFECT THE REGISTRATION OF ANY REGISTRABLE SECURITIES
PURSUANT TO ARTICLE 2, PARAMOUNT SHALL USE ITS BEST EFFORTS TO EFFECT THE
REGISTRATION AND SALE OF SUCH REGISTRABLE SECURITIES IN ACCORDANCE WITH THE
INTENDED METHODS OF DISTRIBUTION THEREOF AS EXPEDITIOUSLY AS PRACTICABLE, AND IN
CONNECTION WITH ANY SUCH REQUEST:
(A)
FILING REGISTRATION STATEMENT. PARAMOUNT
SHALL, AS EXPEDITIOUSLY AS POSSIBLE AND IN ANY EVENT WITHIN 60 DAYS AFTER
RECEIPT OF A REQUEST FOR A DEMAND REGISTRATION PURSUANT TO SECTION 2.1, PREPARE
AND FILE WITH THE COMMISSION A REGISTRATION STATEMENT ON ANY FORM FOR WHICH
PARAMOUNT THEN QUALIFIES OR THAT COUNSEL FOR PARAMOUNT SHALL DEEM APPROPRIATE
AND WHICH FORM SHALL BE AVAILABLE FOR THE SALE OF ALL REGISTRABLE SECURITIES TO
BE REGISTERED THEREUNDER IN ACCORDANCE WITH THE INTENDED METHODS OF DISTRIBUTION
THEREOF, AND SHALL USE ITS BEST EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO
BECOME AND REMAIN EFFECTIVE FOR THE PERIOD REQUIRED BY SECTION 3.1(C); PROVIDED,
HOWEVER, THAT PARAMOUNT SHALL HAVE THE RIGHT TO DEFER ANY DEMAND REGISTRATION
FOR UP TO 30 DAYS, AND ANY PIGGY-BACK REGISTRATION FOR SUCH PERIOD AS MAY BE
APPLICABLE TO DEFERMENT OF ANY DEMAND REGISTRATION TO WHICH SUCH PIGGY-BACK
REGISTRATION RELATES, IN EACH CASE IF PARAMOUNT SHALL FURNISH TO THE HOLDERS A
CERTIFICATE SIGNED BY THE CHIEF EXECUTIVE OFFICER OR PRESIDENT OF PARAMOUNT
STATING THAT, IN THE GOOD FAITH JUDGMENT OF THE BOARD
7
OF DIRECTORS OF PARAMOUNT, IT WOULD BE MATERIALLY DETRIMENTAL TO PARAMOUNT AND
ITS STOCKHOLDERS FOR SUCH REGISTRATION STATEMENT TO BE EFFECTED AT SUCH TIME;
PROVIDED FURTHER THAT PARAMOUNT SHALL NOT HAVE THE RIGHT TO EXERCISE THE RIGHT
SET FORTH IN THE IMMEDIATELY PRECEDING PROVISO MORE THAN ONCE IN ANY 365-DAY
PERIOD IN RESPECT OF A DEMAND REGISTRATION HEREUNDER.
(B)
COPIES. PARAMOUNT SHALL, PRIOR TO FILING A
REGISTRATION STATEMENT OR PROSPECTUS, OR ANY AMENDMENT OR SUPPLEMENT THERETO,
FURNISH WITHOUT CHARGE TO THE HOLDERS OF REGISTRABLE SECURITIES INCLUDED IN SUCH
REGISTRATION, AND SUCH HOLDERS' LEGAL COUNSEL, COPIES OF SUCH REGISTRATION
STATEMENT AS PROPOSED TO BE FILED, EACH AMENDMENT AND SUPPLEMENT TO SUCH
REGISTRATION STATEMENT (IN EACH CASE INCLUDING ALL EXHIBITS THERETO AND
DOCUMENTS INCORPORATED BY REFERENCE THEREIN), THE PROSPECTUS INCLUDED IN SUCH
REGISTRATION STATEMENT (INCLUDING EACH PRELIMINARY PROSPECTUS), AND SUCH OTHER
DOCUMENTS AS THE HOLDERS OF REGISTRABLE SECURITIES INCLUDED IN SUCH REGISTRATION
OR LEGAL COUNSEL FOR ANY SUCH HOLDERS MAY REQUEST IN ORDER TO FACILITATE THE
DISPOSITION OF THE REGISTRABLE SECURITIES OWNED BY SUCH HOLDERS.
(C)
AMENDMENTS AND SUPPLEMENTS. PARAMOUNT SHALL
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS, INCLUDING POST-EFFECTIVE
AMENDMENTS, AND SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AND THE PROSPECTUS
USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION
STATEMENT EFFECTIVE AND IN COMPLIANCE WITH THE PROVISIONS OF THE SECURITIES ACT
UNTIL ALL REGISTRABLE SECURITIES AND OTHER SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT HAVE BEEN DISPOSED OF IN ACCORDANCE WITH THE INTENDED
METHODS OF DISTRIBUTION