to the
Indemnified Parties.
6.5
DISPOSITIONS.
EACH PURCHASER AGREES THAT (I) ANY SALE BY SUCH
PURCHASER OF REGISTRABLE SECURITIES PURSUANT TO A REGISTRATION STATEMENT WILL BE
MADE IN ACCORDANCE WITH THE PLAN OF DISTRIBUTION ATTACHED HERETO AS EXHIBIT F
AND (II) IT WILL COMPLY WITH THE PROSPECTUS DELIVERY REQUIREMENTS OF THE
SECURITIES ACT AS APPLICABLE TO IT IN CONNECTION WITH SALES OF REGISTRABLE
SECURITIES PURSUANT TO THE REGISTRATION STATEMENT.
EACH PURCHASER FURTHER
AGREES THAT, UPON RECEIPT OF A NOTICE FROM THE COMPANY OF THE OCCURRENCE OF ANY
EVENT OF THE KIND
36
described in Sections 6.2(c)(iv) through (vii), such Purchaser will discontinue
disposition of such Registrable Securities under the Registration Statement
until such Purchaser's receipt of the copies of the supplemented Prospectus
and/or amended Registration Statement contemplated by Section 6.2(j), or until
it is advised in writing (the "Advice") by the Company that the use of the
applicable Prospectus (as it may have been amended or supplemented) may be
resumed, and such documents are on file with the Commission.
The Company may
provide appropriate stop orders to enforce the provisions of this paragraph.
6.6
NO PIGGYBACK ON REGISTRATIONS.
EXCEPT AS SET FORTH ON SCHEDULE 3.1(X)
NEITHER THE COMPANY NOR ANY OF ITS SECURITY HOLDERS (OTHER THAN THE PURCHASERS
IN SUCH CAPACITY PURSUANT HERETO) MAY INCLUDE SECURITIES OF THE COMPANY IN THE
REGISTRATION STATEMENT OTHER THAN THE REGISTRABLE SECURITIES, AND THE COMPANY
SHALL NOT AFTER THE DATE HEREOF ENTER INTO ANY AGREEMENT PROVIDING ANY SUCH
RIGHT TO ANY OF ITS SECURITY HOLDERS.
6.7
PIGGY-BACK REGISTRATIONS.
IF AT ANY TIME DURING THE EFFECTIVENESS
PERIOD THERE IS NOT AN EFFECTIVE REGISTRATION STATEMENT COVERING ALL OF THE
REGISTRABLE SECURITIES AND THE COMPANY SHALL DETERMINE TO PREPARE AND FILE WITH
THE COMMISSION A REGISTRATION STATEMENT RELATING TO AN OFFERING FOR ITS OWN
ACCOUNT OR THE ACCOUNT OF OTHERS UNDER THE SECURITIES ACT OF ANY OF ITS EQUITY
SECURITIES, OTHER THAN ON FORM S-4 OR FORM S-8 (EACH AS PROMULGATED UNDER THE
SECURITIES ACT) OR THEIR THEN EQUIVALENTS RELATING TO EQUITY SECURITIES TO BE
ISSUED SOLELY IN CONNECTION WITH ANY ACQUISITION OF ANY ENTITY OR BUSINESS OR
EQUITY SECURITIES ISSUABLE IN CONNECTION WITH STOCK OPTION OR OTHER EMPLOYEE
BENEFIT PLANS, THEN THE COMPANY SHALL SEND TO EACH PURCHASER WRITTEN NOTICE OF
SUCH DETERMINATION AND IF, WITHIN FIFTEEN DAYS AFTER RECEIPT OF SUCH NOTICE, ANY
SUCH PURCHASER SHALL SO REQUEST IN WRITING, THE COMPANY SHALL INCLUDE IN SUCH
REGISTRATION STATEMENT ALL OR ANY PART OF SUCH REGISTRABLE SECURITIES SUCH
PURCHASER REQUESTS TO BE REGISTERED; PROVIDED, HOWEVER, THAT, THE COMPANY SHALL
NOT BE REQUIRED TO REGISTER ANY REGISTRABLE SECURITIES PURSUANT TO THIS SECTION
6.7 THAT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144(K) PROMULGATED UNDER THE
SECURITIES ACT.
ARTICLE VII.
MISCELLANEOUS
7.1
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED BY THE COMPANY OR ANY
PURCHASER, BY WRITTEN NOTICE TO THE OTHER PARTIES, IF THE CLOSING HAS NOT BEEN
CONSUMMATED BY THE FIFTH TRADING DAY FOLLOWING THE DATE OF THIS AGREEMENT;
PROVIDED THAT NO SUCH TERMINATION WILL AFFECT THE