AND PERFORM ITS OBLIGATIONS UNDER AN UNDERWRITING
AGREEMENT, IN USUAL AND CUSTOMARY FORM, WITH THE MANAGING UNDERWRITER(S) OF SUCH
OFFERING.
IF HOLDER PARTICIPATES IN SUCH UNDERWRITING, IT SHALL ALSO ENTER INTO
AND PERFORM ITS OBLIGATIONS UNDER SUCH AN AGREEMENT.
(F)
NOTIFY HOLDER OF REGISTRABLE SECURITIES
COVERED BY SUCH REGISTRATION STATEMENT AT ANY TIME WHEN A PROSPECTUS RELATING
THERETO IS REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT OF THE HAPPENING OF
ANY EVENT AS A RESULT OF WHICH THE PROSPECTUS INCLUDED IN SUCH 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 NOT MISLEADING IN THE LIGHT OF THE CIRCUMSTANCES
THEN EXISTING.
(G)
USE ITS REASONABLE EFFORTS TO FURNISH, ON
THE DATE THAT SUCH REGISTRABLE SECURITIES ARE DELIVERED TO THE UNDERWRITERS FOR
SALE, IF SUCH SECURITIES ARE BEING SOLD THROUGH UNDERWRITERS, (I) AN OPINION,
DATED AS OF SUCH DATE, OF THE COUNSEL REPRESENTING THE COMPANY FOR THE PURPOSES
OF SUCH REGISTRATION, IN FORM AND SUBSTANCE AS IS CUSTOMARILY GIVEN TO
UNDERWRITERS IN AN UNDERWRITTEN PUBLIC OFFERING, ADDRESSED TO THE UNDERWRITERS,
IF ANY, AND (II) A LETTER, DATED AS OF SUCH DATE, FROM THE INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS OF THE COMPANY, IN FORM AND SUBSTANCE AS IS CUSTOMARILY GIVEN
BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO UNDERWRITERS IN AN UNDERWRITTEN
PUBLIC OFFERING ADDRESSED TO THE UNDERWRITERS.
2.4
Termination of Registration Rights.
All
registration rights granted under this Section 2 shall terminate and be of no
further force and effect upon the earlier of (i) seven (7) years from the date
hereof or (ii) at such time as SEC Rule 144 or another similar exemption under
the Securities Act is available for the sale, without registration, of all of
Holder's Registrable Securities during a three (3) month period.
2.5
Furnish Information..
It shall be a
condition precedent to the obligations of the Company to take any action
pursuant to Section 2.1 that the selling Holders shall furnish to the Company
such information regarding themselves, the Registrable Securities held by them
and the intended method of disposition of such securities as shall be required
to effect the registration of their Registrable Securities.
2.6
Indemnification.
In the event any
Registrable Securities are included in a registration statement under
Section 2.1:
(A)
TO THE EXTENT PERMITTED BY LAW, THE COMPANY
WILL INDEMNIFY AND HOLD HARMLESS HOLDER, THE PARTNERS, OFFICERS AND DIRECTORS OF
HOLDER, ANY UNDERWRITER (AS DEFINED
4
IN THE SECURITIES ACT) FOR HOLDER AND EACH PERSON, IF ANY, WHO CONTROLS HOLDER
OR UNDERWRITER WITHIN THE MEANING OF THE SECURITIES ACT OR THE EXCHANGE ACT,
AGAINST ANY LOSSES, CLAIMS, DAMAGES, OR LIABILITIES (JOINT OR SEVERAL) TO WHICH
THEY MAY BECOME SUBJECT UNDER THE SECURITIES ACT, THE EXCHANGE ACT OR OTHER
FEDERAL OR STATE LAW, INSOFAR AS SUCH LOSSES, CLAIMS, DAMAGES OR LIABILITIES (OR
ACTIONS IN RESPECT THEREOF) ARISE OUT OF OR ARE BASED UPON ANY OF THE FOLLOWING
STATEMENTS, OMISSIONS OR