WITHDRAW PRIOR TO THE EFFECTIVENESS OF THE
REGISTRATION STATEMENT OR FILING OF A PROSPECTUS NAMING SUCH HOLDER AS A SELLING
SHAREHOLDER, AS APPLICABLE.
THE TRUST (WHETHER ON ITS OWN DETERMINATION OR AS
THE RESULT OF A WITHDRAWAL BY PERSONS MAKING A DEMAND PURSUANT TO WRITTEN
CONTRACTUAL OBLIGATIONS) MAY WITHDRAW A REGISTRATION STATEMENT AT ANY TIME PRIOR
TO THE EFFECTIVENESS OF THE REGISTRATION STATEMENT WITHOUT THEREBY INCURRING ANY
LIABILITY TO THE HOLDERS OF REGISTRABLE SECURITIES.
NOTWITHSTANDING ANY SUCH
WITHDRAWAL, THE TRUST SHALL PAY ALL EXPENSES INCURRED BY THE HOLDERS OF
REGISTRABLE SECURITIES IN CONNECTION WITH SUCH PIGGY-BACK REGISTRATION AS
PROVIDED IN SECTION 4.3.
3.
RESTRICTIONS ON PUBLIC SALE BY THE TRUST.
If requested by the lead underwriter(s) in any underwritten offering, the Trust
agrees not to effect any public sale or distribution (other than, in the case of
the Trust, in connection with (a) any merger, acquisition or similar transaction
that involves the public offering of securities, (b) public sales or
distributions solely by and for the account of the Trust of securities issued
pursuant to any employee benefit or similar plan, including employee stock and
stock option plans or, (c) any dividend reinvestment plan), of any securities
during the period commencing on the date the Trust receives a request for an
underwritten offering from any Holder and continuing until 90 days after the
commencement of an underwritten offering (or for such shorter period as the lead
underwriter(s) shall request) unless earlier terminated by the lead
underwriter(s) in such underwritten offering.
4.
REGISTRATION PROCEDURES.
4.1.
FILINGS.
IN CONNECTION WITH THE FILING OF ANY
REGISTRATION STATEMENT AS PROVIDED IN
8
THIS AGREEMENT, THE PARAGRAPHS BELOW SHALL BE APPLICABLE:
4.1.1
FILING REGISTRATION STATEMENT.
THE TRUST SHALL
(A) AS EXPEDITIOUSLY AS REASONABLY POSSIBLE PREPARE AND FILE WITH THE COMMISSION
A REGISTRATION STATEMENT ON ANY FORM FOR WHICH THE TRUST THEN QUALIFIES OR WHICH
COUNSEL FOR THE TRUST SHALL DEEM APPROPRIATE AND WHICH FORM SHALL BE AVAILABLE
FOR THE SALE OF ALL REGISTRABLE SECURITIES TO BE REGISTERED THEREUNDER IN
ACCORDANCE WITH THE INTENDED METHOD(S) OF DISTRIBUTION THEREOF, WHICH SHALL
COMPLY AS TO FORM WITH THE REQUIREMENTS OF THE APPLICABLE FORM AND INCLUDE ALL
FINANCIAL STATEMENTS REQUIRED BY THE SEC TO BE FILED THEREWITH, (B) USE ITS
REASONABLE BEST EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BE DECLARED (IF
IT IS NOT AN AUTOMATIC SHELF REGISTRATION STATEMENT) AND REMAIN EFFECTIVE FOR
THE PERIOD REQUIRED BY SECTION 4.1.3, (C) NOT TAKE ANY ACTION THAT WOULD CAUSE A
REGISTRATION STATEMENT TO CONTAIN A MATERIAL MISSTATEMENT OR OMISSION OR TO BE
NOT EFFECTIVE AND USABLE FOR RESALE OF REGISTRABLE SECURITIES DURING THE PERIOD
THAT SUCH REGISTRATION STATEMENT IS REQUIRED TO BE EFFECTIVE AND USABLE, (D) USE
ITS REASONABLE BEST EFFORTS TO CAUSE EACH REGISTRATION STATEMENT AND THE RELATED
PROSPECTUS AND ANY AMENDMENT OR SUPPLEMENT THERETO, AS OF THE EFFECTIVE DATE OF
SUCH REGISTRATION STATEMENT, AMENDMENT OR SUPPLEMENT TO COMPLY IN ALL MATERIAL
RESPECTS WITH ANY REQUIREMENTS OF THE SECURITIES ACT AND THE RULES AND
REGULATIONS OF THE SEC