THAT ARE NECESSARY TO GIVE FURTHER EFFECT THERETO.
WITHOUT
LIMITING ANY OTHER RIGHT OR REMEDY TO WHICH A PARTY HERETO MAY BE ENTITLED, ANY
HOLDER OF REGISTRABLE SECURITIES THAT DOES NOT COMPLY WITH HIS, HER OR ITS
OBLIGATIONS UNDER THIS SECTION 7(A)(I) SHALL NOT BE ENTITLED TO PARTICIPATE IN
THE REGISTRATION IN QUESTION WITHOUT VIOLATION OF SUCH HOLDER'S RIGHTS
HEREUNDER.
(II)
EACH PERSON THAT IS PARTICIPATING IN ANY REGISTRATION HEREUNDER
AGREES THAT, UPON RECEIPT OF ANY NOTICE FROM THE COMPANY OF THE HAPPENING OF ANY
EVENT OF THE KIND DESCRIBED IN SECTION 4(E) ABOVE, SUCH PERSON WILL FORTHWITH
DISCONTINUE THE DISPOSITION OF ITS REGISTRABLE SECURITIES PURSUANT TO THE
REGISTRATION STATEMENT UNTIL SUCH PERSON'S RECEIPT OF THE COPIES OF A
SUPPLEMENTED OR AMENDED PROSPECTUS AS CONTEMPLATED BY SUCH SECTION 4(E).
IN THE
EVENT THE COMPANY SHALL GIVE ANY SUCH NOTICE, THE APPLICABLE TIME PERIOD
MENTIONED IN SECTION 4(B) DURING WHICH A REGISTRATION STATEMENT IS TO REMAIN
EFFECTIVE SHALL BE EXTENDED BY THE NUMBER OF DAYS DURING THE PERIOD FROM AND
INCLUDING THE DATE OF THE GIVING OF SUCH NOTICE PURSUANT TO THIS SECTION 7(B) TO
AND INCLUDING THE DATE WHEN EACH SELLER OF A REGISTRABLE SECURITY COVERED BY
SUCH REGISTRATION STATEMENT SHALL HAVE RECEIVED THE COPIES OF THE SUPPLEMENTED
OR AMENDED PROSPECTUS CONTEMPLATED BY SECTION 4(E).
(B)
SHELF TAKE-DOWNS.
AT ANY TIME THAT A SHELF REGISTRATION IS EFFECTIVE, IF
ANY HOLDER OR GROUP OF HOLDERS OF REGISTRABLE SECURITIES DELIVERS A NOTICE TO
THE COMPANY (A "TAKE-DOWN NOTICE") STATING THAT IT INTENDS TO EFFECT AN OFFERING
OR DISTRIBUTION OF ALL OR PART OF ITS REGISTRABLE SECURITIES INCLUDED BY IT ON
THE SHELF REGISTRATION, WHETHER SUCH OFFERING OR DISTRIBUTION IS UNDERWRITTEN OR
NON-UNDERWRITTEN (A "SHELF OFFERING") AND STATING THE NUMBER OF THE REGISTRABLE
SECURITIES TO BE INCLUDED IN THE SHELF OFFERING, THEN THE COMPANY SHALL AMEND OR
SUPPLEMENT THE SHELF REGISTRATION AS MAY BE NECESSARY IN ORDER TO ENABLE SUCH
REGISTRABLE SECURITIES TO BE DISTRIBUTED PURSUANT TO THE SHELF OFFERING (TAKING
INTO ACCOUNT THE INCLUSION OF REGISTRABLE SECURITIES BY ANY OTHER HOLDERS
THEREOF PURSUANT TO THIS SECTION 7(B)).
IN CONNECTION WITH ANY SHELF OFFERING:
(I)
THE COMPANY SHALL, PROMPTLY AFTER RECEIPT OF A TAKE-DOWN NOTICE,
DELIVER SUCH NOTICE TO ALL OTHER HOLDERS OF REGISTRABLE SECURITIES INCLUDED ON
SUCH SHELF REGISTRATION AND PERMIT EACH HOLDER TO INCLUDE ITS REGISTRABLE
SECURITIES INCLUDED ON THE SHELF REGISTRATION IN THE SHELF OFFERING IF SUCH
HOLDER NOTIFIES THE PROPOSING HOLDERS AND THE COMPANY WITHIN THREE (3) DAYS
AFTER DELIVERY OF THE TAKE-DOWN NOTICE TO SUCH HOLDER, AND
(II)
IN THE EVENT THAT THE MANAGING UNDERWRITER(S), IF ANY, ADVISES
THE COMPANY IN WRITING THAT IN ITS OPINION THE NUMBER OF REGISTRABLE SECURITIES
TO BE INCLUDED IN SUCH SHELF OFFERING EXCEEDS THE NUMBER OF REGISTRABLE
SECURITIES WHICH CAN BE SOLD THEREIN WITHOUT ADVERSELY AFFECTING THE
MARKETABILITY OF THE OFFERING, SUCH UNDERWRITER(S), IF ANY, MAY LIMIT THE NUMBER
OF SHARES WHICH WOULD OTHERWISE BE INCLUDED IN SUCH TAKE-DOWN OFFERING IN THE
SAME MANNER AS IS DESCRIBED IN SECTION 1(D).
(C)
NOTWITHSTANDING