IF IT HAS NOT ALREADY CAUSED
THE REGISTRABLE SECURITIES TO BE INCLUDED AS PART OF AN EXISTING SHELF
REGISTRATION STATEMENT (PRIOR TO THE FILING OF WHICH THE COMPANY SHALL HAVE
GIVEN TEN (10) BUSINESS DAYS NOTICE TO THE HOLDER) AND RELATED PROSPECTUS THAT
THE COMPANY THEN HAS ON FILE WITH THE COMMISSION (THE "SHELF REGISTRATION
STATEMENT") (IN WHICH EVENT THE COMPANY SHALL BE DEEMED TO HAVE SATISFIED ITS
REGISTRATION OBLIGATION UNDER THIS SECTION 3), WILL CAUSE TO BE FILED WITH THE
COMMISSION AS SOON AS REASONABLY PRACTICABLE AFTER RECEIVING THE REGISTRATION
NOTICE A NEW REGISTRATION STATEMENT AND RELATED PROSPECTUS (A "NEW REGISTRATION
STATEMENT") THAT COMPLIES AS TO FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE
COMMISSION RULES PROVIDING FOR THE SALE BY THE HOLDER OF THE REGISTRABLE
SECURITIES, AND AGREES (SUBJECT TO SECTION 3.2 HEREOF) TO USE ITS BEST EFFORTS
TO CAUSE SUCH NEW REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE BY THE
COMMISSION AS SOON AS PRACTICABLE.
(AS USED HEREIN, "REGISTRATION STATEMENT"
AND "PROSPECTUS" REFER TO THE SHELF REGISTRATION STATEMENT AND RELATED
PROSPECTUS (INCLUDING ANY PRELIMINARY PROSPECTUS) OR THE NEW REGISTRATION
STATEMENT AND RELATED PROSPECTUS (INCLUDING ANY PRELIMINARY PROSPECTUS),
WHICHEVER IS UTILIZED BY THE COMPANY TO SATISFY HOLDER'S REGISTRATION RIGHTS
PURSUANT TO THIS SECTION 3, INCLUDING IN EACH CASE ANY DOCUMENTS INCORPORATED
THEREIN BY REFERENCE.)
UPON RECEIPT OF A REGISTRATION NOTICE, THE COMPANY WILL
PROVIDE NOTICE TO EACH PERMITTED ASSIGNEE OF THE HOLDER THAT HOLDS REDEMPTION
SHARES AND WITH RESPECT TO WHICH IT HAS NOT ALREADY SATISFIED ITS REGISTRATION
OBLIGATION OF ITS RECEIPT OF THE REGISTRATION NOTICE AND ITS OBLIGATIONS (SUCH
NOTICE, A "COMPANY NOTICE").
EACH OTHER HOLDER OF REDEMPTION SHARES SHALL HAVE
TEN (10) DAYS FROM THE MAILING OF THE COMPANY NOTICE TO SUCH HOLDER TO PROVIDE
TO THE COMPANY NOTICE OF ITS INTENTION TO INCLUDE ALL, BUT NOT LESS THAN ALL, OF
ITS REGISTRABLE SECURITIES IN A REGISTRATION STATEMENT (SUCH OTHER HOLDER, A
"PIGGYBACK HOLDER" AND TOGETHER WITH THE HOLDER, THE "SELLING HOLDERS").
IN NO
EVENT MAY A REGISTRATION NOTICE BE DELIVERED MORE THAN ONCE IN ANY CALENDAR YEAR
BUT THERE SHALL BE NO OTHER LIMIT ON THE NUMBER OF REGISTRATION NOTICES
DELIVERED OR REGISTRATIONS EFFECTED PURSUANT TO THIS SECTION 3.1.
THE HOLDER
AGREES TO PROVIDE IN A TIMELY MANNER INFORMATION REGARDING THE PROPOSED
DISTRIBUTION BY THE HOLDER OF THE REGISTRABLE SECURITIES AND SUCH OTHER
INFORMATION REASONABLY REQUESTED BY THE COMPANY IN CONNECTION WITH THE
PREPARATION OF AND FOR INCLUSION IN THE REGISTRATION STATEMENT.
THE COMPANY
AGREES (SUBJECT TO SECTION 3.2 HEREOF) TO USE ITS COMMERCIALLY REASONABLE BEST
EFFORTS TO KEEP THE REGISTRATION STATEMENT EFFECTIVE (INCLUDING THE PREPARATION
AND FILING OF ANY AMENDMENTS AND SUPPLEMENTS NECESSARY FOR THAT PURPOSE) UNTIL
THE EARLIER OF (I) THE DATE ON WHICH THE SELLING HOLDERS CONSUMMATE THE SALE OF
ALL OF THE REGISTRABLE SECURITIES REGISTERED UNDER THE REGISTRATION STATEMENT OR
(II) THE DATE ON WHICH ALL OF THE REGISTRABLE SECURITIES ARE ELIGIBLE FOR SALE
PURSUANT TO RULE 144(K) (OR ANY SUCCESSOR
2
PROVISION) OR IN A SINGLE TRANSACTION PURSUANT TO RULE 144(E)