UNDERWRITER, IN THE CASE OF AN UNDERWRITTEN PUBLIC OFFERING, REGARDLESS
OF ANY ACTION WHATSOEVER THAT A HOLDER MAY HAVE TAKEN, WHETHER AS A RESULT OF
THE ISSUANCE BY THE COMPANY OF ANY NOTICE HEREUNDER OR OTHERWISE.
3.
BLACKOUT PERIODS. THE COMPANY SHALL HAVE THE RIGHT TO WITHDRAW OR
DELAY THE FILING OF A REGISTRATION STATEMENT REQUIRED PURSUANT TO SECTION 2
HEREOF DURING NO MORE THAN TWO (2) PERIODS AGGREGATING NOT MORE THAN 180 DAYS IN
ANY TWELVE-MONTH PERIOD (A "BLACKOUT PERIOD") IF THE BOARD OF DIRECTORS OF THE
COMPANY DETERMINES IN GOOD FAITH THAT (I) REQUIRED DISCLOSURE OF INFORMATION IN
ANY RELATED REGISTRATION STATEMENT, PROSPECTUS OR PROSPECTUS SUPPLEMENT AT SUCH
TIME WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY'S BUSINESS, OPERATIONS
OR PROSPECTS OR (II) A MATERIAL BUSINESS TRANSACTION THAT HAS NOT YET BEEN
PUBLICLY DISCLOSED WOULD BE REQUIRED TO BE DISCLOSED IN A REGISTRATION
STATEMENT, PROSPECTUS OR PROSPECTUS SUPPLEMENT AND SUCH DISCLOSURE WOULD
JEOPARDIZE THE SUCCESS OF, OR BE PROHIBITED BY THE COMPANY'S NONDISCLOSURE
OBLIGATIONS WITH RESPECT TO, SUCH TRANSACTION; PROVIDED, HOWEVER, THAT THE
COMPANY SHALL NOT BE ENTITLED TO INITIATE A BLACKOUT PERIOD UNLESS IT SHALL, TO
THE EXTENT PERMITTED BY AGREEMENTS WITH OTHER SECURITY HOLDERS OF THE COMPANY,
CONCURRENTLY PROHIBIT SALES BY SUCH OTHER SECURITY HOLDERS UNDER REGISTRATION
STATEMENTS COVERING SECURITIES HELD BY SUCH OTHER SECURITY HOLDERS. THE COMPANY
SHALL HAVE NO OBLIGATION TO INCLUDE IN ANY SUCH NOTICE ANY REFERENCE TO OR
DESCRIPTION OF THE FACTS BASED UPON WHICH THE COMPANY IS DELIVERING SUCH NOTICE.
IF THE COMPANY SHALL SO POSTPONE THE FILING OF A REGISTRATION STATEMENT, THE
HOLDERS OF REGISTRABLE SECURITIES TO BE REGISTERED SHALL HAVE THE RIGHT TO
WITHDRAW THE REQUEST FOR REGISTRATION BY GIVING WRITTEN NOTICE FROM THE HOLDERS
OF A MAJORITY OF THE REGISTRABLE SECURITIES THAT WERE TO BE REGISTERED TO THE
COMPANY WITHIN 45 DAYS AFTER RECEIPT OF THE NOTICE OF POSTPONEMENT OR, IF
EARLIER, THE TERMINATION OF SUCH BLACKOUT PERIOD (AND, IN THE EVENT OF SUCH
WITHDRAWAL, SUCH REQUEST SHALL NOT BE COUNTED FOR PURPOSES OF DETERMINING THE
NUMBER OF REQUESTS FOR REGISTRATION TO WHICH THE HOLDERS OF REGISTRABLE
SECURITIES ARE ENTITLED PURSUANT TO THIS AGREEMENT). IF SUCH REGISTRATION
STATEMENT IS WITHDRAWN, UPON RECEIPT OF ANY NOTICE OF A BLACKOUT PERIOD, THE
HOLDERS SHALL FORTHWITH DISCONTINUE USE OF THE PROSPECTUS CONTAINED IN SUCH
REGISTRATION STATEMENT AND, IF SO DIRECTED BY THE COMPANY, SUCH HOLDERS SHALL
DELIVER TO THE COMPANY ALL COPIES, OTHER THAN PERMANENT FILE COPIES, OF THE
PROSPECTUS COVERING SUCH REGISTRABLE SECURITIES CURRENT AT THE TIME OF RECEIPT
OF SUCH NOTICE.
4.
REGISTRATION PROCEDURES. IF THE COMPANY IS REQUIRED BY THE
PROVISIONS OF SECTION 2 TO USE ITS REASONABLE EFFORTS TO EFFECT THE REGISTRATION
OF ANY OF ITS SECURITIES UNDER THE SECURITIES ACT, THE COMPANY WILL, AS
EXPEDITIOUSLY AS POSSIBLE:
(A)
PREPARE AND FILE WITH THE SEC A REGISTRATION STATEMENT WITH
RESPECT TO SUCH SECURITIES AND USE ITS REASONABLE EFFORTS TO CAUSE SUCH
REGISTRATION STATEMENT PROMPTLY TO BECOME EFFECTIVE, AND THEREAFTER PREPARE AND
FILE WITH THE SEC SUCH