DO SO)
ITS COMMON STOCK UNDER THE EXCHANGE ACT IN ACCORDANCE WITH THE PROVISIONS OF THE
EXCHANGE ACT FOLLOWING THE EFFECTIVE DATE OF THE FIRST REGISTRATION OF ANY
SECURITIES OF THE COMPANY ON FORM S-1 OR ANY COMPARABLE OR SUCCESSOR FORM OR
FORMS.
(II)
AT ANY TIME AFTER THE COMPANY BECOMES ELIGIBLE TO FILE A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT ON FORM S-3, THE INVESTOR SHALL
BE ENTITLED TO REQUEST REGISTRATION UNDER THE SECURITIES ACT OF ALL OR PART OF
ITS REGISTRABLE SECURITIES, THE ANTICIPATED AGGREGATE OFFERING PRICE OF WHICH,
NET OF UNDERWRITING DISCOUNTS AND COMMISSIONS, EXCEEDS $25,000,000, ON FORM S-3
OR ANY COMPARABLE OR SUCCESSOR FORM.
(III)
IF THE COMPANY (OR ITS SUCCESSOR) SHALL RECEIVE FROM THE INVESTOR
A WRITTEN REQUEST THAT THE COMPANY EFFECT ANY REGISTRATION PURSUANT TO SECTION
8.2(B)(I), THE COMPANY (OR ITS SUCCESSOR) WILL (A) WITHIN THIRTY (30) DAYS OF
RECEIPT THEREOF DELIVER WRITTEN NOTICE OF THE PROPOSED REGISTRATION TO ANY OTHER
HOLDER OF REGISTRABLE SECURITIES; AND (B) AS SOON AS REASONABLY PRACTICABLE, USE
ITS REASONABLE EFFORTS TO EFFECT SUCH REGISTRATION (INCLUDING, WITHOUT
LIMITATION, THE EXECUTION OF AN UNDERTAKING TO FILE POST-EFFECTIVE AMENDMENTS,
APPROPRIATE QUALIFICATION UNDER APPLICABLE BLUE SKY OR OTHER STATE SECURITIES
LAWS, AND APPROPRIATE COMPLIANCE WITH APPLICABLE REGULATIONS ISSUED UNDER THE
SECURITIES ACT AND ANY OTHER GOVERNMENTAL REQUIREMENTS OR REGULATIONS) AS MAY BE
SO REQUESTED AND AS WOULD PERMIT OR FACILITATE THE SALE AND DISTRIBUTION OF ALL
OR SUCH PORTION OF SUCH REGISTRABLE SECURITIES AS ARE SPECIFIED IN SUCH REQUEST,
TOGETHER WITH ALL OR SUCH PORTION OF THE REGISTRABLE SECURITIES OF ANY
17
OTHER HOLDER(S) OF REGISTRABLE SECURITIES JOINING IN SUCH REQUEST AS ARE
SPECIFIED IN A WRITTEN REQUEST DELIVERED TO THE COMPANY WITHIN TWENTY (20) DAYS
AFTER DELIVERY OF SUCH WRITTEN NOTICE FROM THE COMPANY;
(IV)
THE COMPANY SHALL NOT BE OBLIGATED TO TAKE ANY ACTION TO EFFECT
ANY SUCH REGISTRATION PURSUANT TO THIS SECTION 8.2(B):
(A)
IF THE COMPANY HAS ALREADY EFFECTED TWO (2) SUCH REGISTRATIONS
PURSUANT TO THIS SECTION 8.2(B) WITHIN THE PRECEDING TWELVE MONTHS, PROVIDED
SUCH REGISTRATIONS HAVE BEEN DECLARED OR ORDERED EFFECTIVE, AND KEPT EFFECTIVE
BY THE COMPANY AS REQUIRED BY SECTION 8.4(A);
(B)
AFTER THE COMPANY HAS EFFECTED FOUR (4) SUCH REGISTRATIONS
PURSUANT TO THIS SECTION 8.2(B), SUCH REGISTRATIONS HAVE BEEN DECLARED OR
ORDERED EFFECTIVE, AND THE SECURITIES OFFERED PURSUANT TO SUCH REGISTRATIONS
HAVE BEEN SOLD;
(C)
DURING THE PERIOD STARTING WITH THE DATE THE INVESTOR HAS
REQUESTED A REGISTRATION UNDER SECTION 8.2 HEREOF, AND ENDING ON A DATE ONE
HUNDRED AND EIGHTY (180) DAYS AFTER THE EFFECTIVE DATE OF SUCH REGISTRATION;
PROVIDED THAT THE COMPANY IS ACTIVELY EMPLOYING IN GOOD FAITH ALL REASONABLE
EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE;
(D)
DURING A REGISTRATION BLACKOUT PERIOD; OR
(E)
IN ANY PARTICULAR JURISDICTION IN WHICH THE COMPANY WOULD BE
REQUIRED TO EXECUTE A GENERAL CONSENT TO SERVICE OF PROCESS IN EFFECTING SUCH
REGISTRATION UNLESS THE COMPANY IS ALREADY SUBJECT TO SERVICE IN SUCH
JURISDICTION AND EXCEPT AS MAY BE REQUIRED BY THE SECURITIES ACT;