TRANSFER OF SUCH REGISTRABLE SECURITIES IS PERMITTED PURSUANT TO SECTION
2.1(A).
THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE THE SHELF
REGISTRATION STATEMENT TO REMAIN EFFECTIVE, INCLUDING BY FILING A REPLACEMENT
SHELF REGISTRATION STATEMENT UPON THE EXPIRATION OF THE ORIGINAL SHELF
REGISTRATION STATEMENT, UNTIL SUCH TIME AS THERE ARE NO REMAINING REGISTRABLE
SECURITIES.
DURING SUCH TIME, THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS
TO AMEND THE SHELF REGISTRATION STATEMENT FROM TIME TO TIME AS REQUESTED BY THE
HOLDERS OF REGISTRABLE SECURITIES, IN THEIR REASONABLE DISCRETION, TO PERMIT
DISPOSITION OF REGISTRABLE
10
Securities pursuant thereto in accordance with the preferred method of
distribution of Common Shares under the Shelf Registration Statement of such
holders.
(B)
THE COMPANY MAY SUSPEND THE EFFECTIVENESS OF ANY SHELF
REGISTRATION (OR DECLINE TO FILE OR REQUEST EFFECTIVENESS OF A SHELF
REGISTRATION) FOR A PERIOD NOT TO EXCEED THIRTY (30) DAYS IN ANY NINETY (90) DAY
PERIOD OR AN AGGREGATE OF NINETY (90) DAYS IN ANY TWELVE (12) MONTH PERIOD IF
THE BOARD OF THE COMPANY SHALL HAVE DETERMINED IN GOOD FAITH THAT BECAUSE OF
VALID BUSINESS REASONS (NOT INCLUDING AVOIDANCE OF THE COMPANY'S OBLIGATIONS
HEREUNDER), INCLUDING WITHOUT LIMITATION THE ACQUISITION OR DIVESTITURE OF
ASSETS, PENDING CORPORATE DEVELOPMENTS AND SIMILAR EVENTS, IT IS IN THE BEST
INTERESTS OF THE COMPANY TO SUSPEND SUCH EFFECTIVENESS, AND PRIOR TO SUCH
SUSPENSION, THE COMPANY PROVIDES THE INVESTORS WITH WRITTEN NOTICE OF SUCH
SUSPENSION, WHICH NOTICE NEED NOT SPECIFY THE NATURE OF THE EVENT GIVING RISE TO
SUCH SUSPENSION.
Section 4.3
Demand Registration.
(A)
REQUESTS FOR REGISTRATION. SUBJECT TO SECTION 4.3(B), AT ANY
TIME FOLLOWING THE SIX-MONTH ANNIVERSARY OF THE CLOSING DATE IF A SHELF
REGISTRATION STATEMENT IS NOT EFFECTIVE, INVESTOR MAY REQUEST IN WRITING THAT
THE COMPANY EFFECT THE UNDERWRITTEN REGISTRATION OF ALL OR ANY PART OF THE
REGISTRABLE SECURITIES HELD BY SUCH INVESTOR OR INVESTORS (A "REGISTRATION
REQUEST") (WHICH REGISTRATION REQUEST SHALL SPECIFY THE NUMBER OF REGISTRABLE
SECURITIES INTENDED TO BE REGISTERED).
PROMPTLY AFTER ITS RECEIPT OF ANY
REGISTRATION REQUEST, THE COMPANY WILL GIVE WRITTEN NOTICE OF SUCH REQUEST TO
ALL OTHER HOLDERS OF REGISTRABLE SECURITIES (WHICH NOTICE SHALL BE GIVEN IN ANY
EVENT WITHIN FIVE (5) BUSINESS DAYS OF THE DATE ON WHICH THE COMPANY RECEIVED
THE APPLICABLE REGISTRATION REQUEST) AND WILL USE ITS REASONABLE BEST EFFORTS TO
REGISTER, AS SOON AS PRACTICABLE (AND IN ANY EVENT WITHIN NINETY (90) DAYS OF
THE DATE OF SUCH REGISTRATION REQUEST) IN ACCORDANCE WITH THE PROVISIONS OF THIS
AGREEMENT, ALL REGISTRABLE SECURITIES THAT HAVE BEEN REQUESTED TO BE REGISTERED
IN THE REGISTRATION REQUEST OR BY ANY OTHER HOLDERS OF REGISTRABLE SECURITIES BY
WRITTEN NOTICE TO THE COMPANY GIVEN WITHIN TEN (10) BUSINESS DAYS AFTER THE DATE
THE COMPANY HAS GIVEN SUCH HOLDERS OF REGISTRABLE SECURITIES NOTICE OF THE
REGISTRATION REQUEST. ANY REGISTRATION REQUESTED BY AN INVESTOR OR INVESTORS
PURSUANT TO THIS SECTION 4.3(A) IS REFERRED TO IN THIS AGREEMENT AS A "DEMAND
REGISTRATION."
(B)
LIMITATION ON DEMAND REGISTRATIONS.
(I)
THE COMPANY SHALL NOT BE REQUIRED TO (A)