SUCH UNDERWRITTEN OFFERING AGREES TO ENTER INTO A CUSTOMARY
AGREEMENT (INCLUDING CUSTOMARY CARVE-OUTS) WITH THE MANAGING UNDERWRITERS NOT TO
EFFECT ANY SALE OR DISTRIBUTION OF EQUITY SECURITIES OF THE COMPANY, OR ANY
SECURITIES CONVERTIBLE, EXCHANGEABLE OR EXERCISABLE FOR OR INTO SUCH SECURITIES,
DURING THE PERIOD BEGINNING ON THE DATE OF SUCH OFFERING AND EXTENDING FOR UP TO
180 DAYS IF SO REQUESTED BY THE COMPANY OR THE HOLDERS AND THE UNDERWRITERS,
PROVIDED THAT (I) NO HOLDER SHALL BE REQUIRED TO ENTER INTO SUCH AGREEMENT TO
THE EXTENT THAT NONE OF SUCH HOLDER'S REGISTRABLE SECURITIES ARE SOLD IN SUCH
UNDERWRITTEN OFFERING AND (II) ANY SUCH AGREEMENT SHALL ONLY BE ENFORCEABLE
AGAINST A HOLDER TO THE EXTENT THAT SUCH HOLDER'S REGISTRABLE SECURITIES WERE
ACTUALLY SOLD IN SUCH UNDERWRITTEN OFFERING.
13
SECTION 5.3
TERMINATION OF REGISTRATION RIGHTS.
THE
RIGHTS GRANTED UNDER THIS AGREEMENT SHALL TERMINATE, AS TO ANY SELLING HOLDER,
ON THE DATE ON WHICH SUCH SELLING HOLDER NO LONGER OWNS REGISTRABLE SECURITIES,
EXCEPT THAT THE RIGHTS GRANTED BY SECTION 2.3 SHALL TERMINATE ON THE SECOND
ANNIVERSARY OF THE DATE OF EXECUTION OF THIS AGREEMENT.
SECTION 5.4
AMENDMENT AND MODIFICATION.
THIS AGREEMENT
MAY BE AMENDED, MODIFIED AND SUPPLEMENTED, AND ANY OF THE PROVISIONS CONTAINED
HEREIN MAY BE WAIVED, ONLY BY A WRITTEN INSTRUMENT SIGNED BY THE COMPANY AND THE
HOLDERS HOLDING A MAJORITY OF THE REGISTRABLE SECURITIES, INCLUDING SECURITIES
CONVERTIBLE INTO REGISTRABLE SECURITIES.
NO COURSE OF DEALING BETWEEN OR AMONG
ANY PERSONS HAVING ANY INTEREST IN THIS AGREEMENT WILL BE DEEMED EFFECTIVE TO
MODIFY, AMEND OR DISCHARGE ANY PART OF THIS AGREEMENT OR ANY RIGHTS OR
OBLIGATIONS OF ANY PERSON UNDER OR BY REASON OF THIS AGREEMENT.
SECTION 5.5
BINDING EFFECT; ENTIRE AGREEMENT.
THIS
AGREEMENT AND ALL OF THE PROVISIONS HEREOF SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
AND EXECUTORS, ADMINISTRATORS AND HEIRS TO THE EXTENT PROVIDED, AND SUBJECT TO
THE PROVISIONS OF, SECTION 4.1.
THIS AGREEMENT SETS FORTH THE ENTIRE AGREEMENT
AND UNDERSTANDING BETWEEN THE PARTIES AS TO THE SUBJECT MATTER HEREOF AND MERGES
AND SUPERSEDES ALL PRIOR DISCUSSIONS, AGREEMENTS AND UNDERSTANDINGS OF ANY AND
EVERY NATURE AMONG THEM.
SECTION 5.6
SEVERABILITY.
IN THE EVENT THAT ANY
PROVISION OF THIS AGREEMENT OR THE APPLICATION OF ANY PROVISION HEREOF IS
DECLARED TO BE ILLEGAL, INVALID OR OTHERWISE UNENFORCEABLE BY A COURT OF
COMPETENT JURISDICTION, THE REMAINDER OF THIS AGREEMENT SHALL NOT BE AFFECTED
EXCEPT TO THE EXTENT NECESSARY TO DELETE SUCH ILLEGAL, INVALID OR UNENFORCEABLE
PROVISION UNLESS THAT PROVISION HELD INVALID SHALL SUBSTANTIALLY IMPAIR THE
BENEFITS OF THE REMAINING PORTIONS OF THIS AGREEMENT.
SECTION 5.7
NOTICES AND ADDRESSES.
ANY NOTICE, DEMAND,
REQUEST, WAIVER, OR OTHER COMMUNICATION UNDER THIS AGREEMENT SHALL BE IN WRITING
AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN ON THE DATE OF SERVICE, IF
PERSONALLY SERVED OR SENT BY FACSIMILE; ON THE BUSINESS DAY AFTER NOTICE IS
DELIVERED TO A COURIER OR MAILED BY EXPRESS MAIL, IF SENT BY COURIER DELIVERY
SERVICE OR EXPRESS MAIL FOR