PROSPECTUS THAT IS FILED AS PART OF A REGISTRATION STATEMENT, THE
IDENTITIES OF SELLING SECURITYHOLDERS AND AMOUNTS OF SECURITIES TO BE REGISTERED
ON THEIR BEHALF.
8.
UNDERWRITTEN REGISTRATIONS.
(A)
IF ANY OF THE REGISTRABLE SECURITIES COVERED BY THE SHELF
REGISTRATION STATEMENT ARE TO BE OFFERED AND SOLD IN AN UNDERWRITTEN OFFERING,
THE INVESTMENT BANKER OR INVESTMENT BANKERS AND MANAGER OR MANAGERS THAT WILL
ADMINISTER THE OFFERING ("MANAGING UNDERWRITERS") SHALL BE SELECTED BY THE
HOLDERS OF A MAJORITY OF SUCH REGISTRABLE SECURITIES TO BE INCLUDED IN SUCH
OFFERING.
(B)
NO PERSON MAY PARTICIPATE IN ANY UNDERWRITTEN REGISTRATION
HEREUNDER UNLESS SUCH PERSON (I) AGREES TO SELL SUCH PERSON'S REGISTRABLE
SECURITIES ON THE BASIS REASONABLY PROVIDED IN ANY UNDERWRITING ARRANGEMENTS
APPROVED BY THE PERSONS ENTITLED HEREUNDER TO APPROVE SUCH ARRANGEMENTS AND (II)
COMPLETES AND EXECUTES ALL QUESTIONNAIRES, POWERS OF ATTORNEY, INDEMNITIES,
UNDERWRITING AGREEMENTS AND OTHER DOCUMENTS REASONABLY REQUIRED UNDER THE TERMS
OF SUCH UNDERWRITING ARRANGEMENTS.
(C)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL
REGISTRABLE SECURITIES BE OFFERED AND SOLD PURSUANT HERETO THROUGH A SHELF
REGISTRATION STATEMENT PURSUANT TO AN UNDERWRITTEN OFFERING WITHOUT THE PRIOR
WRITTEN AGREEMENT OF THE COMPANY.
26
9.
MISCELLANEOUS.
(A)
REMEDIES.
THE COMPANY AND THE ISSUER ACKNOWLEDGE AND AGREE THAT
ANY FAILURE BY THE COMPANY OR THE ISSUER TO COMPLY WITH THEIR OBLIGATIONS UNDER
THIS AGREEMENT MAY RESULT IN MATERIAL IRREPARABLE INJURY TO THE INITIAL
PURCHASERS AND THE HOLDERS FOR WHICH THERE IS NO ADEQUATE REMEDY AT LAW, THAT IT
WILL NOT BE POSSIBLE TO MEASURE DAMAGES FOR SUCH INJURIES PRECISELY AND THAT, IN
THE EVENT OF ANY SUCH FAILURE, ANY INITIAL PURCHASER OR HOLDER MAY OBTAIN SUCH
RELIEF AS MAY BE REQUIRED TO SPECIFICALLY ENFORCE THE COMPANY'S AND THE ISSUER'S
OBLIGATIONS UNDER THIS AGREEMENT.
THE COMPANY AND THE ISSUER FURTHER AGREE TO
WAIVE THE DEFENSE IN ANY ACTION FOR SPECIFIC PERFORMANCE THAT A REMEDY AT LAW
WOULD BE ADEQUATE.
NOTWITHSTANDING THE FOREGOING TWO SENTENCES, THIS SECTION
9(A) SHALL NOT APPLY TO THE SUBJECT MATTER REFERRED TO IN AND CONTEMPLATED BY
SECTION 2(E).
(B)
NO CONFLICTING AGREEMENTS.
THE COMPANY AND THE ISSUER ARE NOT, AS
OF THE DATE HEREOF, A PARTY TO, NOR SHALL THEY, ON OR AFTER THE DATE OF THIS
AGREEMENT, ENTER INTO, ANY AGREEMENT WITH RESPECT TO THE COMPANY'S SECURITIES
THAT CONFLICTS WITH THE RIGHTS GRANTED TO THE HOLDERS IN THIS AGREEMENT.
THE
COMPANY AND THE ISSUER REPRESENT AND WARRANT THAT THE RIGHTS GRANTED TO THE
HOLDERS HEREUNDER DO NOT IN ANY WAY CONFLICT WITH THE RIGHTS GRANTED TO THE
HOLDERS OF THE COMPANY'S OR THE ISSUER'S SECURITIES UNDER ANY OTHER AGREEMENTS.
THE COMPANY AND THE ISSUER WILL NOT TAKE ANY ACTION WITH RESPECT TO THE
REGISTRABLE SECURITIES WHICH WOULD ADVERSELY AFFECT THE ABILITY OF ANY OF THE
HOLDERS TO INCLUDE SUCH REGISTRABLE SECURITIES IN A REGISTRATION UNDERTAKEN
PURSUANT TO THIS AGREEMENT.
THE COMPANY REPRESENTS AND COVENANTS THAT IT HAS
NOT GRANTED, AND SHALL NOT GRANT, TO ANY OF ITS SECURITYHOLDERS (OTHER THAN THE
HOLDERS IN SUCH CAPACITY) THE RIGHT TO INCLUDE ANY