THE HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES A WRITTEN REQUEST
THAT THE COMPANY EFFECT A REGISTRATION ON FORM S-3 WITH RESPECT TO ALL OR A PART
OF THE REGISTRABLE SECURITIES OWNED BY SUCH HOLDERS, THE COMPANY MUST :
(A)
PROMPTLY GIVE WRITTEN NOTICE OF THE PROPOSED REGISTRATION TO
ALL OTHER ELIGIBLE HOLDERS OF REGISTRABLE SECURITIES; AND
(B)
AS SOON AS PRACTICABLE, FILE THE REGISTRATION STATEMENT AND USE
COMMERCIALLY REASONABLE EFFORTS TO HAVE THE REGISTRATION STATEMENT DECLARED
EFFECTIVE AS WOULD PERMIT OR FACILITATE THE SALE AND DISTRIBUTION OF ALL OR SUCH
PORTION OF SUCH HOLDERS' REGISTRABLE SECURITIES AS ARE SPECIFIED IN SUCH
REQUEST, TOGETHER WITH ALL OR SUCH PORTION OF THE REGISTRABLE SECURITIES OF ANY
OTHER ELIGIBLE HOLDERS JOINING IN SUCH REQUEST AS ARE SPECIFIED IN A WRITTEN
REQUEST GIVEN WITHIN FIFTEEN DAYS AFTER RECEIPT OF SUCH WRITTEN NOTICE FROM THE
COMPANY.
THE COMPANY WILL NOT BE OBLIGATED TO EFFECT ANY SUCH REGISTRATION,
PURSUANT TO THIS SECTION 2.3:
(I)
IF FORM S-3 IS NOT AVAILABLE FOR SUCH OFFERING BY THE HOLDERS;
(II)
IF THE COMPANY FURNISHES TO THE HOLDERS A CERTIFICATE SIGNED BY
THE CHIEF EXECUTIVE OFFICER OR CHIEF FINANCIAL OFFICER OF THE COMPANY STATING
THAT, IN THE GOOD FAITH JUDGMENT OF THE BOARD OF DIRECTORS OF THE COMPANY, IT
WOULD BE SERIOUSLY DETRIMENTAL TO THE COMPANY AND ITS SHAREHOLDERS FOR SUCH FORM
S-3 REGISTRATION TO BE EFFECTED AT SUCH TIME, IN WHICH EVENT THE COMPANY WILL
HAVE THE RIGHT TO DEFER THE FILING OF THE FORM S-3 REGISTRATION STATEMENT FOR A
PERIOD OF NOT MORE THAN SIXTY DAYS AFTER RECEIPT OF THE REQUEST OF THE HOLDERS
UNDER THIS SECTION 2.3 PROVIDED.
THE COMPANY MAY NOT UTILIZE THIS RIGHT MORE
THAN ONCE IN ANY TWELVE MONTH PERIOD, AND MAY REGISTER ANY OTHER OF ITS SHARES
DURING SUCH SIXTY DAY PERIOD;
(III)
IF THE COMPANY HAS, WITHIN THE NINE MONTH PERIOD PRECEDING THE DATE
OF THE REQUEST, ALREADY EFFECTED ONE REGISTRATION ON FORM S-3 FOR THE HOLDERS
PURSUANT TO THIS SECTION 2.3;
(IV)
IF THE COMPANY HAS ALREADY EFFECTED TWO REGISTRATIONS ON FORM S-3 FOR
THE HOLDERS PURSUANT TO THIS SECTION 2.3;
(V)
IF THE HOLDERS, TOGETHER WITH THE HOLDERS OF ANY OTHER SECURITIES OF
THE COMPANY ENTITLED TO INCLUSION IN SUCH REGISTRATION, PROPOSE TO SELL
REGISTRABLE SECURITIES AND SUCH OTHER SECURITIES (IF ANY) AT AN AGGREGATE PRICE
TO THE PUBLIC (NET OF ANY UNDERWRITERS' DISCOUNTS OR COMMISSIONS) OF LESS THAN
$100,000;
(VI)
IF THE HOLDERS WOULD NOT BE ENTITLED TO REQUEST A DEMAND REGISTRATION
UNDER SECTION 2.1.
5
(C)
SUBJECT TO THE FOREGOING, THE COMPANY MUST FILE A REGISTRATION
STATEMENT COVERING THE REGISTRABLE SECURITIES AS SOON AS PRACTICABLE AFTER
RECEIPT OF THE REQUEST OF THE HOLDERS.
(D)
EACH REGISTRATION DEMANDED PURSUANT TO THIS SECTION 2.3 WILL BE
DEEMED TO BE A DEMAND REGISTRATION FOR THE PURPOSES OF SECTION 2.1(C).
(E)
EXPENSES.
THE COMPANY WILL PAY ALL REGISTRATION EXPENSES
INCURRED IN CONNECTION WITH A REGISTRATION PURSUANT TO THIS SECTION 2.3.
SECTION 2.4
OBLIGATIONS OF THE COMPANY.
WHENEVER REQUIRED TO