TRANSACTION INVOLVING THE COMPANY, (Y) WOULD REQUIRE PREMATURE DISCLOSURE OF
MATERIAL INFORMATION THAT THE COMPANY HAS A BONA FIDE BUSINESS PURPOSE FOR
PRESERVING AS CONFIDENTIAL OR (Z) WOULD RENDER THE COMPANY UNABLE TO COMPLY WITH
REQUIREMENTS UNDER THE SECURITIES ACT OR EXCHANGE ACT, THE COMPANY SHALL HAVE
THE RIGHT TO DEFER TAKING ACTION WITH RESPECT TO SUCH FILING FOR A PERIOD OF NOT
MORE THAN NINETY (90) DAYS AFTER RECEIPT OF THE REQUEST OF THE HOLDERS.
2.2.
COMPANY REGISTRATION.
IF THE COMPANY PROPOSES
TO REGISTER (INCLUDING FOR THIS PURPOSE A REGISTRATION EFFECTED BY THE COMPANY
FOR SHAREHOLDERS OTHER THAN THE HOLDERS), OR SHALL HAVE FILED A REGISTRATION
STATEMENT TO REGISTER, ANY OF ITS STOCK OR OTHER SECURITIES UNDER THE SECURITIES
ACT IN CONNECTION WITH THE PUBLIC OFFERING OF SUCH SECURITIES SOLELY FOR CASH
(OTHER THAN A REGISTRATION STATEMENT RELATING EITHER TO (I) THE SALE OF
SECURITIES TO EMPLOYEES OF THE COMPANY PURSUANT TO A STOCK OPTION, STOCK
PURCHASE OR SIMILAR PLAN; (II) AN SEC RULE 145 TRANSACTION OR A REGISTRATION ON
ANY FORM WHICH DOES NOT INCLUDE SUBSTANTIALLY THE SAME INFORMATION AS WOULD BE
REQUIRED TO BE INCLUDED IN A REGISTRATION STATEMENT COVERING THE SALE OF THE
REGISTRABLE SECURITIES; OR (III) A REGISTRATION STATEMENT FILED PURSUANT TO A
CONTRACTUAL OBLIGATION OF THE COMPANY IN EXISTENCE PRIOR TO THE DATE OF THIS
AGREEMENT, WHICH PRECLUDES THE REGISTRATION OF OTHER SECURITIES THEREIN), THE
COMPANY SHALL, AT SUCH TIME, PROMPTLY GIVE THE HOLDERS WRITTEN NOTICE OF SUCH
REGISTRATION. UPON THE WRITTEN REQUEST OF A HOLDER WHOSE REGISTRABLE SECURITIES
HAVE NOT BEEN PREVIOUSLY REGISTERED PURSUANT TO THIS AGREEMENT OR ARE NOT
INCLUDED IN A PENDING REGISTRATION STATEMENT, GIVEN WITHIN TEN (10) DAYS AFTER
MAILING OF SUCH NOTICE, THE COMPANY SHALL, SUBJECT TO THE PROVISIONS OF
SECTION 2.7, CAUSE TO BE REGISTERED UNDER
4
THE SECURITIES ACT ALL OF THE REGISTRABLE SECURITIES THAT THE HOLDER HAS
REQUESTED TO BE REGISTERED.
THE COMPANY SHALL HAVE THE RIGHT TO TERMINATE OR
WITHDRAW ANY REGISTRATION INITIATED BY IT UNDER THIS SECTION 2.2 PRIOR TO THE
EFFECTIVENESS OF SUCH REGISTRATION WHETHER OR NOT HOLDERS HAVE ELECTED TO
INCLUDE SECURITIES IN SUCH REGISTRATION.
THE EXPENSES OF SUCH WITHDRAWN
REGISTRATION SHALL BE BORNE BY THE COMPANY IN ACCORDANCE WITH SECTION 2.6
HEREOF.
2.3.
OBLIGATIONS OF THE COMPANY.
WHENEVER REQUIRED
UNDER THIS SECTION 2 TO EFFECT THE REGISTRATION OF ANY REGISTRABLE SECURITIES,
THE COMPANY SHALL, AS EXPEDITIOUSLY AS REASONABLY POSSIBLE,
(A)
PREPARE AND FILE WITH THE SEC A REGISTRATION STATEMENT WITH RESPECT
TO SUCH REGISTRABLE SECURITIES AND USE ITS COMMERCIALLY REASONABLE EFFORTS TO
CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE, AND, UPON THE REQUEST OF
THE HOLDERS, KEEP SUCH REGISTRATION STATEMENT EFFECTIVE UNTIL THE DISTRIBUTION
CONTEMPLATED IN THE REGISTRATION STATEMENT HAS BEEN COMPLETED OR, IF EARLIER,
UNTIL ALL REGISTRABLE SECURITIES REGISTERED THEREON MAY BE SOLD BY THE
HOLDER(S) THEREOF WITHOUT VOLUME RESTRICTIONS UNDER SEC RULE 144;
(B)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO
SUCH REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH SUCH
REGISTRATION STATEMENT