COMPANY
(INCLUDING EXPENSES OF ANY "COLD COMFORT" LETTERS REQUIRED) AND ALL OTHER
PERSONS RETAINED BY THE COMPANY IN CONNECTION WITH SUCH PIGGYBACK REGISTRATION,
AND (VII) FEES AND DISBURSEMENTS OF UNDERWRITERS CUSTOMARILY PAID BY THE ISSUERS
OR SELLERS OF SECURITIES.
(B)
"SELLING EXPENSES" SHALL MEAN ALL
UNDERWRITING DISCOUNTS AND SELLING COMMISSIONS APPLICABLE TO THE SALE OF THE
REGISTRABLE SHARES IN THE PIGGYBACK REGISTRATION AND ALL FEES AND DISBURSEMENTS
OF ANY SPECIAL COUNSEL (OTHER THAN THE COMPANY'S REGULAR COUNSEL) OF THE HOLDER.
8.5
QUALIFICATION FOR SALE. IN CONNECTION WITH A PIGGYBACK
REGISTRATION, THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE THE
REGISTRABLE SHARES SO REGISTERED TO BE REGISTERED OR QUALIFIED FOR SALE UNDER
THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS THE HOLDER MAY
REASONABLY REQUEST; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED TO
QUALIFY TO DO BUSINESS IN ANY STATE BY REASON OF THIS SECTION 8.5 IN WHICH IT IS
NOT OTHERWISE REQUIRED TO QUALIFY TO DO BUSINESS.
8.6
EFFECTIVENESS. IN CONNECTION WITH A PIGGYBACK REGISTRATION, THE
COMPANY SHALL PREPARE AND FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
"COMMISSION") A REGISTRATION STATEMENT WITH RESPECT TO THE REGISTRABLE SHARES
REQUESTED TO BE REGISTERED AND USE ITS REASONABLE BEST EFFORTS TO CAUSE SUCH
REGISTRATION STATEMENT TO BECOME EFFECTIVE, AND SHALL KEEP EFFECTIVE ANY
PIGGYBACK REGISTRATION AND SHALL FROM TIME TO TIME AMEND OR SUPPLEMENT EACH
APPLICABLE REGISTRATION STATEMENT, PRELIMINARY PROSPECTUS, FINAL PROSPECTUS,
APPLICATION, DOCUMENT AND COMMUNICATION FOR SUCH PERIOD OF TIME AS SHALL BE
REQUIRED TO PERMIT HOLDER TO COMPLETE THE OFFER AND SALE OF THE REGISTRABLE
SHARES COVERED THEREBY.
THE COMPANY SHALL IN NO EVENT BE REQUIRED TO KEEP ANY
SUCH PIGGYBACK REGISTRATION IN EFFECT FOR MORE THAN TWELVE (12) MONTHS FROM THE
INITIAL EFFECTIVE DATE OF THE PIGGYBACK REGISTRATION; PROVIDED, HOWEVER, THAT,
IF DURING THE TWELVE (12) MONTH PERIOD OF EFFECTIVENESS OF THE REGISTRATION
STATEMENT, THE COMPANY GIVES TO THE HOLDER A BLACKOUT NOTICE PURSUANT TO SECTION
8.7, THE COMPANY SHALL EXTEND THE EFFECTIVENESS OF THE REGISTRATION STATEMENT
FOR THE SAME TIME PERIOD AS THAT SET FORTH IN THE BLACKOUT NOTICE.
7
8.7
BLACKOUT RIGHTS. FOLLOWING THE EFFECTIVE DATE OF ANY REGISTRATION
STATEMENT FILED PURSUANT TO SECTION 8.1, THE COMPANY SHALL BE ENTITLED, FROM
TIME TO TIME, TO NOTIFY THE HOLDER TO DISCONTINUE OFFERS OR SALES OF SHARES
PURSUANT TO SUCH REGISTRATION STATEMENT FOR REGISTRABLE SHARES FOR THE PERIOD OF
TIME STATED IN THE WRITTEN NOTICE (THE "BLACKOUT NOTICE"), IF THE COMPANY
DETERMINES, IN ITS REASONABLE BUSINESS JUDGMENT, THAT THE DISCLOSURE REQUIRED IN
CONNECTION WITH THE OFFERS AND SALES OF THE REGISTRABLE SHARES COULD MATERIALLY
DAMAGE THE COMPANY'S ABILITY TO SUCCESSFULLY COMPLETE AN ACQUISITION, CORPORATE
REORGANIZATION, SECURITIES OFFERING OR OTHER VOLUNTARY TRANSACTION UNDERTAKEN BY
THE COMPANY (WHICH INFORMATION THE COMPANY WOULD NOT BE REQUIRED TO DISCLOSE AT
SUCH TIME OTHER THAN IN CONNECTION WITH THE HOLDER'S REGISTRATION STATEMENT)
THAT IS MATERIAL TO THE COMPANY AND ITS SUBSIDIARIES TAKEN AS A WHOLE.
THE TIME
PERIOD FOR WHICH THE HOLDER MUST DISCONTINUE OFFERS OR SALES