OF THE RELEVANT HOLDER OR USED OR REFERRED TO BY SUCH
HOLDER IN CONNECTION WITH THE OFFERING OF REGISTRABLE SECURITIES.
(5)
"REGISTRABLE SECURITIES" MEANS (I) THE SHARES OF COMMON STOCK PURCHASED
PURSUANT TO THIS AGREEMENT, (II) THE SHARES OF CONVERTIBLE PREFERRED STOCK
PURCHASED PURSUANT TO THIS AGREEMENT, (III) ALL SHARES OF COMMON STOCK ISSUED OR
ISSUABLE UPON CONVERSION OF SHARES OF CONVERTIBLE PREFERRED STOCK PURCHASED
PURSUANT TO THIS AGREEMENT AND (IV) AND ANY SECURITIES WHICH MAY BE ISSUED OR
ISSUED OR ISSUABLE IN RESPECT OF SHARES REFERRED TO IN CLAUSES (I) OR (III) BY
WAY OF SHARE DIVIDEND OR SHARE SPLIT OR IN CONNECTION WITH A COMBINATION OF
SHARES, RECAPITALIZATION, RECLASSIFICATION, MERGER, AMALGAMATION, ARRANGEMENT,
CONSOLIDATION OR OTHER REORGANIZATION. AS TO ANY PARTICULAR SECURITIES
CONSTITUTING REGISTRABLE SECURITIES, SUCH SECURITIES WILL CEASE TO BE
REGISTRABLE SECURITIES WHEN (W) A REGISTRATION STATEMENT WITH RESPECT TO THE
SALE BY THE HOLDER THEREOF SHALL HAVE BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT AND SUCH SECURITIES SHALL HAVE BEEN DISPOSED OF IN ACCORDANCE
WITH SUCH REGISTRATION STATEMENT, (X) SUCH SECURITIES HAVE BEEN SOLD TO THE
PUBLIC PURSUANT TO RULE 144 OR RULE 145 OR OTHER EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT, (Y) SUCH SECURITIES HAVE BEEN ACQUIRED BY THE COMPANY
OR (Z) SUCH SECURITIES ARE ABLE TO BE SOLD BY A HOLDER WITHOUT RESTRICTION AS TO
VOLUME OR MANNER OF SALE PURSUANT TO RULE 144(K) UNDER THE SECURITIES ACT.
(6)
"SELLING HOLDERS" MEANS, WITH RESPECT TO ANY UNDERWRITTEN OFFERING, THE
HOLDERS WHOSE REGISTRABLE SECURITIES ARE INCLUDED FOR SALE PURSUANT TO SUCH
UNDERWRITTEN OFFERING.
(B)
SHELF REGISTRATION.
16
(1)
AS SOON AS REASONABLY PRACTICABLE FOLLOWING THE CLOSING (BUT IN ANY EVENT
NO LATER THAN TWENTY DAYS AFTER THE CLOSING DATE), THE COMPANY SHALL USE ITS
REASONABLE BEST EFFORTS TO QUALIFY FOR REGISTRATION ON, AND WILL PROMPTLY FILE,
FORM S-3 OR ANY COMPARABLE OR SUCCESSOR FORM OR FORMS OR ANY SIMILAR SHORT-FORM
REGISTRATION, AND SUCH REGISTRATION WILL BE A "SHELF" REGISTRATION STATEMENT
PROVIDING FOR THE REGISTRATION, AND THE SALE ON A CONTINUOUS OR DELAYED BASIS,
OF THE REGISTRABLE SECURITIES PURSUANT TO RULE 415 (SUCH REGISTRATION STATEMENT,
A "SHELF REGISTRATION STATEMENT" AND SUCH REGISTRATION, A "SHELF REGISTRATION").
IN NO EVENT SHALL THE COMPANY BE OBLIGATED TO EFFECT ANY SHELF REGISTRATION
OTHER THAN PURSUANT TO A SHORT-FORM REGISTRATION. UPON FILING A SHELF
REGISTRATION, SUBJECT TO SECTION 3.5(B)(3), THE COMPANY SHALL KEEP SUCH SHELF
REGISTRATION EFFECTIVE WITH THE SEC AT ALL TIMES AND ANY SHELF REGISTRATION
SHALL BE RE-FILED UPON ITS EXPIRATION, AND THE COMPANY SHALL COOPERATE IN ANY
SHELF TAKE-DOWN BY AMENDING OR SUPPLEMENTING THE PROSPECTUS RELATED TO SUCH
SHELF REGISTRATION AS MAY BE REQUESTED BY THE HOLDERS OR AS OTHERWISE REQUIRED,
UNTIL THE HOLDERS WHO WOULD REQUIRE SUCH REGISTRATION TO EFFECT A SALE OF THE
REGISTRABLE SECURITIES NO LONGER HOLD THE REGISTRABLE SECURITIES (SUCH PERIOD OF
EFFECTIVENESS, THE "SHELF PERIOD"). THE COMPANY SHALL USE ITS COMMERCIALLY
REASONABLE BEST EFFORTS TO REMAIN A WELL-KNOWN SEASONED ISSUER (AS DEFINED IN
RULE 405 UNDER THE SECURITIES ACT) AND TO NOT