ANY SUCCESSOR TO FORM S-3) FOR A PUBLIC
OFFERING OF SHARES OF REGISTRABLE SECURITIES, THE REASONABLY ANTICIPATED
AGGREGATE PRICE TO THE PUBLIC OF WHICH (NET OF UNDERWRITING DISCOUNTS AND
COMMISSIONS) WOULD EXCEED $5,000,000 AND THE COMPANY IS THEN A REGISTRANT
ENTITLED TO USE FORM S-3 TO REGISTER THE SHARES FOR SUCH AN OFFERING, THE
COMPANY SHALL USE ITS BEST EFFORTS TO CAUSE SUCH SHARES TO BE REGISTERED FOR THE
OFFERING AS SOON AS PRACTICABLE ON FORM S-3 (OR ANY SUCCESSOR FORM TO FORM S-3);
PROVIDED, HOWEVER THE COMPANY SHALL NOT BE REQUIRED TO EFFECT A REGISTRATION
PURSUANT TO THIS SUBSECTION 1.3:
(A)
IN ANY PARTICULAR JURISDICTION IN WHICH THE COMPANY WOULD BE
REQUIRED TO EXECUTE A GENERAL CONSENT TO SERVICE OF PROCESS IN EFFECTING SUCH
REGISTRATION, QUALIFICATION OR COMPLIANCE UNLESS THE COMPANY IS ALREADY SUBJECT
TO SERVICE IN SUCH JURISDICTION AND EXCEPT AS MAY BE REQUIRED BY THE SECURITIES
ACT;
(B)
DURING THE PERIOD STARTING WITH THE DATE OF FILING OF, AND ENDING
ON A DATE 90 DAYS FOLLOWING THE EFFECTIVE DATE OF, A REGISTRATION STATEMENT
PURSUANT TO SUBSECTION 1.2, PROVIDED THAT THE COMPANY IS ACTIVELY EMPLOYING IN
GOOD FAITH ALL REASONABLE EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME
EFFECTIVE;
(C)
IF THE COMPANY HAS EFFECTED A REGISTRATION PURSUANT TO THIS
SUBSECTION 1.3 WITHIN A 12-MONTH PERIOD FROM THE DATE OF SUCH REQUEST; OR
(D)
IF THE COMPANY SHALL FURNISH TO SUCH INITIATING HOLDERS A
CERTIFICATE SIGNED BY THE PRESIDENT OF THE COMPANY STATING THAT IN THE GOOD
FAITH JUDGMENT OF THE BOARD OF DIRECTORS OF THE COMPANY, IT WOULD BE DETRIMENTAL
TO THE COMPANY AND ITS SHAREHOLDERS FOR SUCH REGISTRATION STATEMENT TO BE FILED
ON OR BEFORE THE DATE FILING WOULD BE REQUIRED AND IT IS THEREFORE ESSENTIAL TO
DEFER THE FILING OF SUCH REGISTRATION STATEMENT, IN WHICH CASE THE COMPANY SHALL
HAVE THE RIGHT TO DEFER SUCH FILING FOR A PERIOD OF NOT MORE THAN 90 DAYS AFTER
THE FURNISHING OF SUCH A CERTIFICATE OF DEFERRAL, PROVIDED THAT THE COMPANY MAY
NOT DEFER SUCH FILING PURSUANT TO THIS SUBSECTION 1.3 MORE THAN ONCE IN ANY SIX
MONTH PERIOD.
In the event such Initiating Holders propose to offer the shares of Registrable
Securities pursuant to this subsection 1.3 by means of an underwriting, the
proposed underwriter(s) shall be selected by a majority in interest of the
Initiating Holders and shall be reasonably acceptable to the Company.
The
Company shall give written notice to all Holders of the receipt of a request for
registration pursuant to this subsection 1.3 and shall provide a reasonable
opportunity for other Holders to participate in the registration. The right of
any Holder to registration pursuant to this subsection 1.3 shall be conditioned
upon such Holder's participation in such underwriting and the inclusion of such
Holder's Registrable Securities in the underwriting (unless otherwise mutually
agreed by a majority in interest of the Initiating Holders and such Holder) to
the extent provided herein.
The Company shall (together with all Holders
proposing to distribute their securities