Common Stock requested
to be included in such registration for the account of any other stockholders of
the Company, pro rata among such stockholders on the basis of the number of
shares of Common Stock that each of them has requested to be included in such
registration and (iv) fourth, any shares of Common Stock proposed to be included
in such registration for the account of the Company.
(C)
IN CONNECTION WITH ANY OFFERING INVOLVING
AN UNDERWRITING OF SHARES, THE COMPANY SHALL NOT BE REQUIRED UNDER THIS
SECTION 3 OR OTHERWISE TO INCLUDE THE REGISTRABLE SHARES OF ANY INVESTOR THEREIN
UNLESS SUCH INVESTOR ACCEPTS AND AGREES TO THE TERMS OF THE UNDERWRITING, WHICH
SHALL BE REASONABLE AND CUSTOMARY, AS AGREED UPON BETWEEN THE COMPANY AND THE
UNDERWRITERS SELECTED BY THE COMPANY (WHICH UNDERWRITERS SHALL BE REASONABLY
ACCEPTABLE TO HOLDERS OF A MAJORITY OF THE THEN OUTSTANDING REGISTRABLE SHARES).
4.
OBLIGATIONS OF THE COMPANY.
In
connection with the Company's registration obligations hereunder, the Company
shall:
(A)
AS EXPEDITIOUSLY AS PRACTICABLE (I) FURNISH
TO EACH INVESTOR COPIES OF ALL DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH
SUCH REGISTRATION AT LEAST TWO BUSINESS DAYS PRIOR TO THEIR BEING FILED WITH THE
SEC (AND PROVIDE THE INVESTORS WITH A REASONABLE OPPORTUNITY TO REVIEW AND
COMMENT ON SUCH DOCUMENTS), (II) USE ITS BEST EFFORTS TO CAUSE ITS OFFICERS AND
DIRECTORS, COUNSEL AND CERTIFIED PUBLIC ACCOUNTANTS TO RESPOND TO SUCH INQUIRIES
AS SHALL BE NECESSARY, IN THE REASONABLE OPINION OF SUCH INVESTOR, TO CONDUCT A
REASONABLE INVESTIGATION WITHIN THE MEANING OF THE SECURITIES ACT, AND (III)
NOTIFY THE INVESTORS OF ANY STOP ORDER ISSUED OR THREATENED BY THE SEC AND USE
BEST EFFORTS TO PREVENT THE ENTRY OF SUCH STOP ORDER OR TO REMOVE IT IF ENTERED.
(B)
AS EXPEDITIOUSLY AS PRACTICABLE (I) PREPARE
AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS, INCLUDING POST-EFFECTIVE
AMENDMENTS, TO EACH REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION
THEREWITH AS MAY BE NECESSARY TO COMPLY WITH THE SECURITIES ACT AND TO KEEP THE
REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AS REQUIRED HEREIN, AND PREPARE
AND FILE WITH THE SEC SUCH ADDITIONAL REGISTRATION STATEMENTS OR AMENDMENTS OR
SUPPLEMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, AS NECESSARY TO REGISTER FOR
RESALE UNDER THE SECURITIES ACT ALL OF THE REGISTRABLE SHARES (INCLUDING NAMING
ANY PERMITTED TRANSFEREES OF REGISTRABLE SHARES AS SELLING STOCKHOLDERS IN SUCH
REGISTRATION STATEMENT); (II) CAUSE ANY RELATED PROSPECTUS TO BE AMENDED OR
SUPPLEMENTED BY ANY REQUIRED PROSPECTUS SUPPLEMENT, AND AS SO SUPPLEMENTED OR
AMENDED TO BE FILED PURSUANT TO RULE 424; (III) RESPOND AS PROMPTLY AS POSSIBLE
TO ANY COMMENTS RECEIVED FROM THE SEC WITH RESPECT TO EACH REGISTRATION
STATEMENT OR ANY AMENDMENT THERETO, OR ANY DOCUMENT FILED WITH THE SEC THAT
WOULD SUSPEND THE EFFECTIVENESS OF THE REGISTRATION STATEMENT, AND, IF REQUESTED
BY AN INVESTOR, AS PROMPTLY AS REASONABLY POSSIBLE PROVIDE SUCH INVESTOR WITH
TRUE AND COMPLETE COPIES OF ALL CORRESPONDENCE FROM AND TO THE SEC RELATING TO
THE REGISTRATION STATEMENT (OTHER THAN THOSE PORTIONS OF ANY CORRESPONDENCE
CONTAINING MATERIAL NONPUBLIC