HOLDER(S) PURSUANT TO SECTION 2(B)(II) ABOVE OR ANY
OTHER PERSON PURSUANT TO SIMILAR REGISTRATION RIGHTS, IS IN THE AGGREGATE SUCH
AS TO MATERIALLY AND ADVERSELY AFFECT THE SUCCESS OF SUCH OFFERING (INCLUDING BY
AFFECTING THE PRICE PER SHARE IN THE OFFERING), THEN THE NUMBER OF REGISTRABLE
SECURITIES TO BE INCLUDED IN SUCH DEMAND REGISTRATION WILL, IF NECESSARY, BE
REDUCED PRO RATA IN ACCORDANCE WITH SECTION 3(B)(Y) AND THERE WILL BE INCLUDED
IN SUCH UNDERWRITTEN OFFERING THE LARGEST NUMBER OF REGISTRABLE SECURITIES THAT,
IN THE OPINION OF SUCH MANAGING UNDERWRITER OR UNDERWRITERS, CAN BE SOLD WITHOUT
MATERIALLY AND ADVERSELY AFFECTING THE SUCCESS OF SUCH UNDERWRITTEN OFFERING.
(D)
LIMITATIONS ON DEMAND REGISTRATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN ANY OTHER PROVISION OF THIS
AGREEMENT, THE COMPANY WILL NOT BE REQUIRED TO EFFECT A DEMAND REGISTRATION
PURSUANT TO THIS SECTION 2:
(I)
DURING THE PERIOD STARTING WITH THE DATE
OF FILING OF, AND ENDING ON THE LAST DAY OF THE EFFECTIVENESS PERIOD RELATING TO
A REGISTRATION STATEMENT IN WHICH SUCH HOLDER HAD THE RIGHT TO PARTICIPATE
PURSUANT TO SECTION 3 (OR WITH RESPECT TO WHICH SUCH HOLDER PROVIDED A DEMAND
NOTICE), INCLUDING A REGISTRATION STATEMENT IN WHICH THE MANAGING UNDERWRITER
REDUCED THE HOLDER'S PARTICIPATION PURSUANT TO SECTION 3(B); OR
(II)
IF THE COMPANY SHALL FURNISH TO HOLDERS
REQUESTING A REGISTRATION STATEMENT PURSUANT TO THIS SECTION 2 A CERTIFICATE
STATING THAT IN THE GOOD FAITH JUDGMENT OF THE BOARD OF DIRECTORS OF THE
COMPANY, SUCH REGISTRATION AND OFFERING COULD MATERIALLY INTERFERE WITH A BONA
FIDE FINANCING TRANSACTION OF THE COMPANY, INCLUDING WITHOUT LIMITATION A
PRIMARY OFFERING OF SECURITIES, OR ANY OTHER MATERIAL BUSINESS TRANSACTION OF
THE COMPANY, OR WOULD REQUIRE DISCLOSURE OF INFORMATION, THE PREMATURE
DISCLOSURE OF WHICH COULD MATERIALLY AND ADVERSELY AFFECT THE COMPANY, IN WHICH
EVENT THE COMPANY SHALL HAVE THE RIGHT TO DEFER THE FILING OR EFFECTIVENESS OF A
REGISTRATION STATEMENT FOR A PERIOD OF NOT MORE THAN ONE-HUNDRED TWENTY (120)
DAYS AFTER RECEIPT OF THE REQUEST OF A HOLDER PURSUANT TO SECTION 2; PROVIDED
THAT SUCH RIGHT TO DELAY A REQUEST SHALL BE EXERCISED BY THE COMPANY NOT MORE
THAN ONCE IN ANY CONSECUTIVE TWELVE-MONTH PERIOD.
SECTION 3.
Piggyback Registration.
(A)
RIGHT TO PIGGYBACK.
IF AT ANY TIME THE
COMPANY PROPOSES TO FILE A REGISTRATION STATEMENT, WHETHER OR NOT FOR SALE FOR
THE COMPANY'S OWN ACCOUNT, ON A FORM AND IN A MANNER THAT WOULD ALSO PERMIT
REGISTRATION OF REGISTRABLE SECURITIES (OTHER THAN IN CONNECTION WITH A
REGISTRATION STATEMENT ON FORMS S-4 OR S-8 OR ANY SIMILAR OR SUCCESSOR FORM),
THE COMPANY SHALL GIVE TO HOLDERS HOLDING REGISTRABLE SECURITIES WRITTEN NOTICE
OF SUCH PROPOSED FILING AT LEAST THIRTY (30) DAYS BEFORE THE ANTICIPATED
FILING.
THE NOTICE REFERRED TO IN THE PRECEDING SENTENCE SHALL OFFER SUCH
HOLDERS THE OPPORTUNITY TO REGISTER SUCH AMOUNT OF REGISTRABLE SECURITIES AS
EACH SUCH HOLDER MAY REQUEST (A "PIGGYBACK REGISTRATION").
SUBJECT TO
SECTION 3(B), THE COMPANY WILL INCLUDE IN EACH SUCH PIGGYBACK REGISTRATION (AND
ANY RELATED QUALIFICATION UNDER STATE BLUE SKY LAWS AND OTHER COMPLIANCE
FILINGS,