IN
CONNECTION WITH ANY PIGGYBACK REGISTRATION, THE COMPANY SHALL HAVE THE RIGHT TO
SELECT THE MANAGING UNDERWRITERS (SUBJECT TO THE APPROVAL OF INVESTORS HOLDING
SECURITIES REPRESENTING AT LEAST TWO-THIRDS (2/3) OF THE REGISTRABLE SECURITIES
REQUESTED TO BE REGISTERED, WHICH SHALL NOT BE UNREASONABLY WITHHELD,
CONDITIONED OR DELAYED) TO ADMINISTER ANY PIGGYBACK REGISTRATION.
6
4.
RELATED OBLIGATIONS.
Whenever the Company is obligated to file a Registration Statement with the SEC
pursuant to Section 2 or Section 3,
the holders of Registrable Securities have
requested that any Registrable Securities be registered pursuant to this
Agreement, or the Company is otherwise obligated to file a Registration
Statement pursuant to this Agreement, the Company shall use its reasonable best
efforts to effect the registration of the Registrable Securities in accordance
with the intended method of disposition thereof and, pursuant thereto, the
Company shall have the following obligations:
A.
THE COMPANY SHALL PROMPTLY PREPARE AND
FILE WITH THE SEC A REGISTRATION STATEMENT WITH RESPECT TO THE APPLICABLE
REGISTRABLE SECURITIES (AND, IN THE CASE OF A DEMAND REGISTRATION, IN NO EVENT
LATER THAN THE APPLICABLE DEMAND REGISTRATION FILING DEADLINE) AND USE ITS
REASONABLE BEST EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT RELATING TO THE
REGISTRABLE SECURITIES TO BECOME EFFECTIVE AS SOON AS PRACTICABLE AFTER SUCH
FILING.
NO LATER THAN THE SECOND BUSINESS DAY AFTER SUCH REGISTRATION STATEMENT
BECOMES EFFECTIVE, THE COMPANY SHALL FILE WITH THE SEC THE FINAL PROSPECTUS
INCLUDED THEREIN PURSUANT TO RULE 424 (OR SUCCESSOR THERETO) PROMULGATED UNDER
THE 1933 ACT.
THE COMPANY SHALL KEEP EACH REGISTRATION STATEMENT EFFECTIVE AT
ALL TIMES UNTIL THE EARLIER OF (I) THE DATE THAT IS SIX MONTHS AFTER THE
EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT, AND (II) THE DATE ON WHICH THE
INVESTORS SHALL HAVE SOLD ALL THE REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT TO PERSONS THAT ARE NOT INVESTORS (THE "REGISTRATION
PERIOD").
SUCH REGISTRATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO AND ANY PROSPECTUSES (PRELIMINARY, FINAL, SUMMARY OR FREE WRITING)
CONTAINED THEREIN OR RELATED THERETO SHALL COMPLY AS TO FORM AND CONTENT WITH
THE APPLICABLE REQUIREMENTS
OF THE 1933 ACT AND NOT CONTAIN OR INCORPORATE BY
REFERENCE ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL
FACT REQUIRED TO BE STATED THEREIN, OR NECESSARY TO MAKE THE STATEMENTS THEREIN,
IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT MISLEADING.
IN THE
CASE OF A DEMAND REGISTRATION, SUCH REGISTRATION STATEMENT SHALL CONTAIN A "PLAN
OF DISTRIBUTION" APPROVED BY THE HOLDERS OF AT LEAST TWO-THIRDS (2/3) OF THE
REGISTRABLE SECURITIES INCLUDED THEREIN.
THE TERM "REASONABLE BEST EFFORTS"
SHALL MEAN, AMONG OTHER THINGS, THAT THE COMPANY SHALL RESPOND TO ANY COMMENTS
OF THE STAFF OF THE SEC WITH RESPECT TO A REGISTRATION STATEMENT AS PROMPTLY AS
REASONABLY PRACTICABLE AND SHALL SUBMIT TO THE SEC, AS PROMPTLY AS REASONABLY
PRACTICABLE AFTER THE COMPANY LEARNS THAT NO REVIEW OF A REGISTRATION STATEMENT
WILL BE MADE BY THE STAFF OF THE SEC OR THAT THE STAFF OF THE SEC HAS NO FURTHER
COMMENTS ON THE REGISTRATION