this Section are in
addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.
6.
MISCELLANEOUS.
(A)
REMEDIES. IN THE EVENT OF A BREACH BY THE COMPANY OR BY A HOLDER
OF ANY OF THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT, EACH HOLDER OR THE
COMPANY, AS THE CASE MAY BE, IN ADDITION TO BEING ENTITLED TO EXERCISE ALL
RIGHTS GRANTED BY LAW AND UNDER THIS AGREEMENT, INCLUDING RECOVERY OF DAMAGES,
SHALL BE ENTITLED TO SPECIFIC PERFORMANCE OF ITS RIGHTS UNDER THIS AGREEMENT.
THE COMPANY AND EACH HOLDER AGREE THAT MONETARY DAMAGES WOULD NOT PROVIDE
ADEQUATE COMPENSATION FOR ANY LOSSES INCURRED BY REASON OF A BREACH BY IT OF ANY
OF THE PROVISIONS OF THIS AGREEMENT AND HEREBY FURTHER AGREES THAT, IN THE EVENT
OF ANY ACTION FOR SPECIFIC PERFORMANCE IN RESPECT OF SUCH BREACH, IT SHALL NOT
ASSERT OR SHALL WAIVE THE DEFENSE THAT A REMEDY AT LAW WOULD BE ADEQUATE.
(B)
NO PIGGYBACK ON REGISTRATIONS. EXCEPT AS SET FORTH ON SCHEDULE
6(B) ATTACHED HERETO, NEITHER THE COMPANY NOR ANY OF ITS SECURITY HOLDERS (OTHER
THAN THE HOLDERS IN SUCH CAPACITY PURSUANT HERETO) MAY INCLUDE SECURITIES OF THE
COMPANY IN THE REGISTRATION STATEMENT(S) OTHER THAN THE REGISTRABLE SECURITIES.
THE COMPANY SHALL NOT FILE ANY OTHER REGISTRATION STATEMENTS (OTHER THAN ON
FORM S-4 OR FORM S-8) UNTIL THE INITIAL REGISTRATION STATEMENT REQUIRED
HEREUNDER IS DECLARED EFFECTIVE BY THE COMMISSION, PROVIDED THAT THIS
SECTION 6(B) SHALL NOT PROHIBIT THE COMPANY FROM FILING AMENDMENTS TO
REGISTRATION STATEMENTS FILED PRIOR TO THE DATE OF THIS AGREEMENT.
(C)
COMPLIANCE. EACH HOLDER COVENANTS AND AGREES THAT 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 A REGISTRATION
STATEMENT.
(D)
DISCONTINUED DISPOSITION. BY ITS ACQUISITION OF REGISTRABLE
SECURITIES, EACH HOLDER AGREES THAT, UPON RECEIPT OF A NOTICE FROM THE COMPANY
OF THE OCCURRENCE OF ANY EVENT OF THE KIND DESCRIBED IN SECTION 3(D), SUCH
HOLDER WILL FORTHWITH DISCONTINUE DISPOSITION OF SUCH REGISTRABLE SECURITIES
UNDER A REGISTRATION STATEMENT UNTIL IT IS ADVISED IN WRITING (THE "ADVICE") BY
THE COMPANY THAT THE USE OF THE APPLICABLE PROSPECTUS (AS IT MAY HAVE BEEN
SUPPLEMENTED OR AMENDED) MAY BE RESUMED. THE COMPANY WILL USE ITS BEST EFFORTS
TO ENSURE THAT THE USE OF THE PROSPECTUS MAY BE RESUMED AS PROMPTLY AS IT
PRACTICABLE. THE COMPANY AGREES AND ACKNOWLEDGES THAT ANY PERIODS DURING WHICH
THE HOLDER IS REQUIRED TO DISCONTINUE THE DISPOSITION OF THE REGISTRABLE
SECURITIES HEREUNDER SHALL BE SUBJECT TO THE PROVISIONS OF SECTION 2(B).
(E)
PIGGY-BACK REGISTRATIONS. SUBJECT TO THE PERMISSIBILITY OF
REGISTERING ADDITIONAL REGISTRABLE SECURITIES PURSUANT TO SEC GUIDANCE, 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
13
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