SUCH TERMINATION OR
WITHDRAWAL.
THE REGISTRATION EXPENSES OF SUCH WITHDRAWN REGISTRATION SHALL BE
BORNE BY THE COMPANY IN ACCORDANCE WITH SECTION 2(D) HEREOF.
(C)
FORM S-3.
THE COMPANY SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN ITS QUALIFICATION FOR REGISTRATION
ON FORM S-3 FOR SECONDARY SALES.
THE INITIATING HOLDER SHALL, AT ANY TIME ON OR
AFTER THE SECOND ANNIVERSARY OF THE DATE HEREOF, HAVE THE RIGHT TO COLLECTIVELY
REQUEST TWO (2) REGISTRATIONS ON FORM S-3 (SUCH REQUESTS SHALL BE IN WRITING AND
SHALL STATE THE NUMBER OF SHARES OF REGISTRABLE SECURITIES TO BE DISPOSED OF AND
THE INTENDED METHOD OF DISPOSITION OF SHARES BY SUCH HOLDERS), PROVIDED THAT THE
COMPANY SHALL NOT BE OBLIGATED TO EFFECT, OR TAKE ANY ACTION TO EFFECT, ANY SUCH
REGISTRATION PURSUANT TO THIS SECTION 2(C):
(I)
UNLESS THE INITIATING HOLDER OR HOLDERS
REQUESTING REGISTRATION PROPOSE TO DISPOSE OF SHARES OF REGISTRABLE SECURITIES
HAVING AN AGGREGATE PRICE TO THE PUBLIC (BEFORE DEDUCTION OF SELLING EXPENSES)
OF MORE THAN $2,000,000;
(II)
IN ANY PARTICULAR JURISDICTION IN WHICH
THE COMPANY WOULD BE REQUIRED TO QUALIFY TO DO BUSINESS OR 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 OR APPLICABLE
RULES OR REGULATIONS THEREUNDER;
(III)
IF WITHIN THIRTY (30) DAYS OF RECEIPT OF A
WRITTEN REQUEST FROM
ANY HOLDER OR HOLDERS PURSUANT TO THIS SECTION 2(C), THE
COMPANY GIVES NOTICE TO SUCH HOLDER OR HOLDERS OF THE COMPANY'S INTENTION TO
MAKE A PUBLIC OFFERING WITHIN SIXTY (60) DAYS, OTHER THAN PURSUANT TO A SPECIAL
REGISTRATION STATEMENT;
(IV)
IF THE BOARD OF DIRECTORS, IN ITS GOOD FAITH
JUDGMENT, DETERMINES THAT ANY REGISTRATION OF REGISTRABLE SECURITIES PURSUANT TO
THIS SECTION 2(C) (AN "S-3 REGISTRATION") SHOULD NOT BE MADE OR CONTINUED
BECAUSE OF A VALID BUSINESS REASON, THE COMPANY MAY
7
(X) POSTPONE FILING A REGISTRATION STATEMENT RELATING TO A S-3 REGISTRATION
UNTIL SUCH VALID BUSINESS REASON NO LONGER EXISTS, BUT IN NO EVENT FOR MORE THAN
NINETY (90) DAYS, AND (Y) IN CASE A REGISTRATION STATEMENT HAS BEEN FILED
RELATING TO A S-3 REGISTRATION, IF THE COMPANY REASONABLY BELIEVES THAT THERE IS
OR MAY BE IN EXISTENCE MATERIAL NONPUBLIC INFORMATION OR EVENTS INVOLVING THE
COMPANY, THE FAILURE OF WHICH TO BE DISCLOSED IN THE PROSPECTUS INCLUDED IN THE
REGISTRATION STATEMENT COULD RESULT IN A VIOLATION (AS DEFINED BELOW), THE
COMPANY MAY CAUSE SUCH REGISTRATION STATEMENT TO BE WITHDRAWN AND ITS
EFFECTIVENESS TERMINATED OR MAY POSTPONE AMENDING OR SUPPLEMENTING SUCH
REGISTRATION STATEMENT (SO LONG AS THE HOLDERS SHALL HAVE THE RIGHTS SET FORTH
IN THIS SECTION 2(C) WITHIN NINETY (90) DAYS OF ANY SUCH EVENT).
THE COMPANY
SHALL GIVE WRITTEN NOTICE OF ITS DETERMINATION TO POSTPONE OR WITHDRAW A
REGISTRATION STATEMENT (PROVIDED THAT THE COMPANY SHALL NOT DISCLOSE ANY
INFORMATION THAT COULD BE DEEMED MATERIAL NON-PUBLIC INFORMATION TO ANY HOLDER
OF REGISTRABLE SECURITIES THAT ARE INCLUDED IN A REGISTRATION STATEMENT THAT IS
SUBJECT TO