be publicly disclosed without
materially interfering with any financing, acquisition, corporate reorganization
or other material development or transaction then pending or in progress and
without other material adverse consequences.
In the event of any such delay,
the Initiating Holders shall have the right to withdraw their request for
Registration and any such withdrawn request that would otherwise have been
considered a Demand shall not be considered for purposes of determining the
maximum number of Demands provided for in Section 3.2(a).
3.3
EFFECTIVE REGISTRATION STATEMENT.
A REGISTRATION SHALL NOT BE DEEMED TO HAVE BEEN EFFECTED (I) UNLESS A
REGISTRATION STATEMENT WITH RESPECT THERETO HAS BECOME EFFECTIVE AND REMAINED
EFFECTIVE IN COMPLIANCE WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT
TO THE DISPOSITION OF THE REGISTRABLE SECURITIES UNTIL SUCH TIME AS ALL OF SUCH
REGISTRABLE SECURITIES INCLUDED THEREIN HAVE BEEN DISPOSED OF IN ACCORDANCE WITH
THE INTENDED METHODS OF DISPOSITION BY THE INITIATING HOLDERS THEREOF SET FORTH
IN SUCH REGISTRATION STATEMENT, UNLESS THE FAILURE TO SO DISPOSE OF SUCH
REGISTRABLE SECURITIES SHALL BE CAUSED IN WHOLE OR IN PART BY REASON OF ANY ACT
OR OMISSION ON THE PART OF ANY INITIATING HOLDER; PROVIDED, THAT WITH RESPECT TO
ANY REGISTRATION STATEMENT FILED PURSUANT TO RULE 415 UNDER THE SECURITIES ACT,
SUCH PERIOD NEED NOT EXCEED 180 DAYS, AND THAT WITH RESPECT TO ANY OTHER SUCH
REGISTRATION STATEMENT, SUCH PERIOD NEED NOT EXCEED 135 DAYS, OR (II) IF, AFTER
IT HAS BECOME EFFECTIVE, SUCH REGISTRATION IS INTERFERED WITH BY ANY STOP ORDER,
INJUNCTION OR OTHER ORDER OR REQUIREMENT OF THE SEC OR OTHER GOVERNMENTAL AGENCY
OR COURT FOR ANY REASON NOT ATTRIBUTABLE TO THE INITIATING HOLDERS AND HAS NOT
THEREAFTER BECOME EFFECTIVE.
4.
REGISTRATION PROCEDURES.
In connection with the Company's obligations under Section 3, the Company shall
use all reasonable efforts to effect such Registration to permit the sale of
Registrable Securities in accordance with the intended method or methods of
distribution thereof, and pursuant thereto the Company shall as expeditiously as
practicable:
(A)
PREPARE AND FILE WITH THE SEC (WHICH SUCH FILING IN THE CASE OF A
DEMAND REGISTRATION SHALL BE MADE WITHIN NINETY (90) DAYS AFTER THE COMPANY'S
RECEIPT OF A DEMAND), A REGISTRATION STATEMENT ON AN APPROPRIATE REGISTRATION
FORM, WHICH REGISTRATION STATEMENT SHALL COMPLY AS TO FORM IN ALL MATERIAL
RESPECTS WITH THE REQUIREMENTS OF THE APPLICABLE FORM AND INCLUDE OR INCORPORATE
BY REFERENCE ALL FINANCIAL STATEMENTS REQUIRED BY THE SEC TO BE FILED THEREWITH
OR INCORPORATED BY REFERENCE THEREIN, AND IN EITHER CASE USE ALL REASONABLE
EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE AND REMAIN
EFFECTIVE IN ACCORDANCE WITH SECTION 3.3;
(B)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND POST-EFFECTIVE
AMENDMENTS TO SUCH REGISTRATION STATEMENT AS MAY BE NECESSARY TO KEEP THE
REGISTRATION STATEMENT EFFECTIVE FOR THE APPLICABLE PERIOD, OR SUCH SHORTER
PERIOD WHICH SHALL TERMINATE WHEN ALL REGISTRABLE SECURITIES HAVE BEEN SOLD;
CAUSE THE PROSPECTUS TO BE SUPPLEMENTED BY ANY REQUIRED PROSPECTUS SUPPLEMENT,
AND TO BE FILED PURSUANT TO RULE 424 UNDER