HAS BECOME EFFECTIVE AND THE HOLDER IS ABLE TO REGISTER AND
SELL AT LEAST 50% OF THE REGISTRABLE COMMON STOCK REQUESTED TO BE INCLUDED IN
SUCH REGISTRATION.
(C)
PRIORITY ON DEMAND REGISTRATIONS.
THE COMPANY MAY INCLUDE COMMON
STOCK OTHER THAN REGISTRABLE COMMON STOCK IN A DEMAND REGISTRATION ON THE TERMS
PROVIDED BELOW AND IN SECTION 2(G) HEREOF, AND, IF SUCH DEMAND REGISTRATION IS
AN UNDERWRITTEN OFFERING, ONLY WITH THE CONSENT OF THE MANAGING UNDERWRITERS OF
SUCH OFFERING. IF THE MANAGING UNDERWRITERS OF THE REQUESTED DEMAND REGISTRATION
ADVISE THE COMPANY AND THE HOLDER THAT IN THEIR OPINION THE NUMBER OF SHARES OF
COMMON STOCK PROPOSED TO BE INCLUDED IN THE DEMAND REGISTRATION EXCEEDS THE
NUMBER OF SHARES OF COMMON STOCK WHICH CAN BE SOLD IN SUCH UNDERWRITTEN OFFERING
AND/OR THE NUMBER OF SHARES OF COMMON STOCK PROPOSED TO BE INCLUDED IN SUCH
REGISTRATION WOULD ADVERSELY AFFECT THE PRICE PER SHARE OF THE REGISTRABLE
COMMON STOCK PROPOSED TO BE SOLD IN SUCH UNDERWRITTEN OFFERING, THE COMPANY
SHALL INCLUDE IN SUCH DEMAND REGISTRATION (I) FIRST, THE NUMBER OF SHARES OF
COMMON STOCK THAT THE HOLDER PROPOSES TO SELL, AND (II) SECOND, THE NUMBER OF
SHARES OF COMMON STOCK PROPOSED TO BE INCLUDED THEREIN BY ANY OTHER PERSONS
(INCLUDING SHARES OF COMMON STOCK TO BE SOLD FOR THE ACCOUNT OF THE COMPANY
AND/OR OTHER HOLDERS OF COMMON STOCK) ALLOCATED AMONG SUCH PERSONS IN SUCH
MANNER AS THEY MAY AGREE.
(D)
RESTRICTIONS ON DEMAND REGISTRATIONS.
THE COMPANY SHALL NOT BE
OBLIGATED TO EFFECT ANY DEMAND REGISTRATION ON BEHALF OF THE HOLDER WITHIN SIX
MONTHS AFTER THE EFFECTIVE DATE OF ANY DEMAND REGISTRATION, PIGGYBACK
REGISTRATION WHEREIN THE HOLDER WAS PERMITTED TO REGISTER, AND ACTUALLY SOLD, AT
LEAST 50% OF THE SHARES OF REGISTRABLE COMMON STOCK REQUESTED TO BE INCLUDED
THEREIN OR S-3 REGISTRATION. THE COMPANY MAY (I) WITHDRAW A REGISTRATION
STATEMENT PREVIOUSLY FILED (BUT NOT DECLARED EFFECTIVE) PURSUANT TO A DEMAND
REGISTRATION OR POSTPONE FOR UP TO NINETY (90) DAYS THE FILING OF A REGISTRATION
STATEMENT FOR A DEMAND REGISTRATION IF, BASED ON THE GOOD FAITH JUDGMENT OF THE
COMPANY, SUCH POSTPONEMENT OR WITHDRAWAL WOULD AVOID PREMATURE DISCLOSURE OF A
MATTER THE COMPANY HAS DETERMINED WOULD NOT BE IN THE BEST INTEREST OF THE
COMPANY TO BE DISCLOSED AT SUCH TIME OR (II) POSTPONE THE FILING OF A DEMAND
REGISTRATION IN THE EVENT THE COMPANY SHALL BE REQUIRED TO PREPARE (A) AUDITED
FINANCIAL STATEMENTS AS OF A DATE OTHER THAN ITS FISCAL YEAR END (UNLESS THE
HOLDER AGREES TO PAY THE EXPENSES OF SUCH AN AUDIT) OR (B) PRO FORMA FINANCIAL
STATEMENTS THAT ARE REQUIRED TO BE INCLUDED IN THE REGISTRATION STATEMENT;
PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE COMPANY WITHDRAW A REGISTRATION
STATEMENT UNDER CLAUSE (I) AFTER SUCH REGISTRATION STATEMENT HAS BEEN DECLARED
EFFECTIVE; AND PROVIDED, FURTHER, HOWEVER, THAT IN ANY OF THE EVENTS DESCRIBED
IN CLAUSE (I) OR (II) ABOVE, THE HOLDER SHALL BE ENTITLED TO WITHDRAW SUCH
REQUEST AND, IF SUCH REQUEST IS WITHDRAWN, SUCH DEMAND REGISTRATION SHALL NOT
COUNT AS ONE