APPROVE SUCH ARRANGEMENTS (WITH SUCH DIFFERENCES,
INCLUDING ANY WITH RESPECT TO INDEMNIFICATION AND LIABILITY INSURANCE, AS MAY BE
CUSTOMARY OR APPROPRIATE IN COMBINED PRIMARY AND SECONDARY OFFERINGS) AND
COMPLETES AND EXECUTES ALL REASONABLE QUESTIONNAIRES, POWERS OF ATTORNEY,
UNDERWRITING AGREEMENTS, HOLD-BACK AGREEMENT LETTERS (ALSO CUSTOMARILY REFERRED
TO AS LOCK-UP LETTERS) AND OTHER DOCUMENTS CUSTOMARILY REQUIRED UNDER THE TERMS
OF SUCH UNDERWRITING ARRANGEMENTS; PROVIDED, HOWEVER, THAT TO THE EXTENT SUCH
HOLDER IS OBLIGATED UNDER THE TERMS OF THE UNDERWRITING ARRANGEMENTS TO (I) MAKE
REPRESENTATIONS AND WARRANTIES OTHER THAN GENERALLY AS TO HIS, HER OR ITS
RESPECTIVE (A) EXECUTION, DELIVERY AND PERFORMANCE OF SUCH UNDERWRITING
AGREEMENT AND THE AGREEMENTS CONTEMPLATED THEREBY, (B) INDIVIDUAL OWNERSHIP OF
THE REGISTRABLE SECURITIES BEING SOLD PURSUANT TO SUCH UNDERWRITING AGREEMENT
AND (C) INFORMATION PROVIDED BY SUCH HOLDER IN WRITING SPECIFICALLY FOR
INCLUSION IN THE PROSPECTUS AND (II) AGREE TO PROVIDE INDEMNIFICATION FOR ANY
LIABILITY ARISING OUT OF A BREACH OF ANY SUCH REPRESENTATIONS OR WARRANTIES OF
SUCH HOLDER THAT WOULD EXCEED THE TOTAL PROCEEDS RECEIVED BY SUCH HOLDER FOR THE
SALE OF SUCH REGISTRABLE SECURITIES PURSUANT TO SUCH UNDERWRITING AGREEMENT,
THEN SUCH HOLDER, TO THE EXTENT HE, SHE OR IT DETERMINED NOT TO ENTER INTO SUCH
UNDERWRITING AGREEMENT, SHALL NOT BE OBLIGATED TO ENTER INTO A LOCK-UP AGREEMENT
CONTEMPLATED BY SECTION 2.11.
SECTION 2.4.
Registration Procedures.
If and whenever the Company is
required to effect a registration of any Registrable Securities as provided in
this Agreement, subject to the limitations set forth in Section 2.3, the Company
will:
9
(A)
PROMPTLY PREPARE AND FILE WITH THE SEC A REGISTRATION STATEMENT
WITH RESPECT TO SUCH REGISTRABLE SECURITIES AND USE
REASONABLE BEST EFFORTS TO
CAUSE A REGISTRATION STATEMENT WITH RESPECT TO A DEMAND REGISTRATION PURSUANT TO
SECTION 2.2 TO BE FILED (IN THE CASE OF A REGISTRATION PURSUANT TO FORM S-3ASR),
OR BECOME EFFECTIVE (IN THE CASE OF ANY REGISTRATION OTHER THAN PURSUANT TO
FORM S-3ASR) AS PROMPTLY AS PRACTICABLE;
(B)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO
SUCH REGISTRATION STATEMENT (INCLUDING EXCHANGE ACT DOCUMENTS INCORPORATED BY
REFERENCE INTO THE REGISTRATION STATEMENT) AND THE PROSPECTUS USED IN CONNECTION
THEREWITH AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE FOR
A PERIOD NOT IN EXCESS OF 90 DAYS (OR SUCH LONGER PERIOD AS MAY BE REQUESTED BY
THE HOLDERS IN THE EVENT OF A SHELF REGISTRATION STATEMENT) AND TO COMPLY WITH
THE PROVISIONS OF THE SECURITIES ACT AND THE EXCHANGE ACT WITH RESPECT TO THE
DISPOSITION OF ALL SECURITIES COVERED BY SUCH REGISTRATION STATEMENT DURING SUCH
PERIOD IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE SELLER OR
SELLERS THEREOF SET FORTH IN SUCH REGISTRATION STATEMENT; PROVIDED THAT BEFORE
FILING A REGISTRATION STATEMENT OR PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS
THERETO IN ACCORDANCE WITH SECTION 2.4(A) OR THIS SECTION 2.4(B) TO THE EXTENT
THAT DOING SO WILL NOT MATERIALLY INTERFERE WITH THE TIMING OF THE OFFERING:
(I) THE COMPANY WILL FURNISH TO COUNSEL SELECTED PURSUANT TO SECTION 2.10 COPIES
OF ALL DOCUMENTS PROPOSED TO