notice referred to in clause (i) and shall end on
and include the date specified as the Grace Period ending date in the notice
referred to in clause (ii).
Notwithstanding the foregoing, the Company shall have no obligations under
Section 3(l) through (p) unless it is effecting an underwritten offering
pursuant to Section 2(b).
4.
Obligations of the Investors.
In
connection with the registration of the Registrable Securities, the Investors
shall have the following obligations, which obligations shall be several and not
joint:
(A)
IT SHALL BE A CONDITION PRECEDENT TO THE
OBLIGATIONS OF THE COMPANY TO COMPLETE THE REGISTRATION PURSUANT TO THIS EXHIBIT
III WITH RESPECT TO THE REGISTRABLE SECURITIES OF A PARTICULAR INVESTOR THAT
SUCH INVESTOR SHALL FURNISH TO THE COMPANY SUCH INFORMATION REGARDING
III-7
ITSELF, THE REGISTRABLE SECURITIES HELD BY IT AND THE INTENDED METHOD OF
DISPOSITION OF THE REGISTRABLE SECURITIES HELD BY IT AS SHALL BE REASONABLY
REQUIRED TO EFFECT THE REGISTRATION OF SUCH REGISTRABLE SECURITIES AND SHALL
EXECUTE SUCH DOCUMENTS IN CONNECTION WITH SUCH REGISTRATION AS THE COMPANY MAY
REASONABLY REQUEST.
AT LEAST TEN BUSINESS DAYS PRIOR TO THE FIRST ANTICIPATED
FILING DATE OF THE REGISTRATION STATEMENT, THE COMPANY SHALL NOTIFY EACH
INVESTOR OF THE INFORMATION THE COMPANY REQUIRES FROM EACH SUCH INVESTOR (THE
"REQUESTED INFORMATION") IF SUCH INVESTOR ELECTS TO HAVE ANY OF ITS REGISTRABLE
SECURITIES INCLUDED IN THE REGISTRATION STATEMENT.
(B)
EACH INVESTOR BY ITS ACCEPTANCE OF THE
REGISTRABLE SECURITIES AGREES TO COOPERATE IN ALL REASONABLE RESPECTS WITH THE
COMPANY IN CONNECTION WITH THE PREPARATION AND FILING OF THE REGISTRATION
STATEMENT HEREUNDER, UNLESS SUCH INVESTOR HAS NOTIFIED THE COMPANY IN WRITING OF
ITS ELECTION TO EXCLUDE ALL OF ITS REGISTRABLE SECURITIES FROM THE REGISTRATION
STATEMENT;
(C)
AS PROMPTLY AS PRACTICABLE AFTER BECOMING
AWARE OF SUCH EVENT, NOTIFY THE COMPANY OF THE OCCURRENCE OF ANY EVENT, AS A
RESULT OF WHICH THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT, AS THEN
IN EFFECT, INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING; AND
(D)
EACH INVESTOR AGREES THAT, UPON RECEIPT OF
ANY NOTICE FROM THE COMPANY OF THE OCCURRENCE OF ANY EVENT OF THE KIND DESCRIBED
IN SECTION 3(E) OR 3(F), IT SHALL IMMEDIATELY DISCONTINUE ITS DISPOSITION OF
REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT COVERING SUCH
REGISTRABLE SECURITIES UNTIL SUCH INVESTOR'S RECEIPT OF THE COPIES OF THE
SUPPLEMENTED OR AMENDED PROSPECTUS CONTEMPLATED BY SECTION 3(E) AND, IF SO
DIRECTED BY THE COMPANY, SUCH INVESTOR SHALL DELIVER TO THE COMPANY (AT THE
EXPENSE OF THE COMPANY) OR DESTROY (AND DELIVER TO THE COMPANY A CERTIFICATE OF
DESTRUCTION) ALL COPIES IN SUCH INVESTOR'S POSSESSION, OF THE PROSPECTUS
COVERING SUCH REGISTRABLE SECURITIES CURRENT AT THE TIME OF RECEIPT OF SUCH
NOTICE.
5.
EXPENSES OF REGISTRATION.
ALL
EXPENSES, OTHER THAN UNDERWRITING DISCOUNTS AND COMMISSIONS ARISING FROM SALES
OF REGISTRABLE SECURITIES, INCURRED IN CONNECTION WITH REGISTRATIONS, FILINGS OR