OF THE OCCURRENCE OF ANY EVENT OF THE KIND DESCRIBED IN SECTIONS
6.2(C) (IV), (V), (VI) OR (VII), SUCH PURCHASER WILL DISCONTINUE DISPOSITION OF
SUCH REGISTRABLE SECURITIES UNDER THE REGISTRATION STATEMENT UNTIL SUCH
PURCHASER'S RECEIPT OF THE
30
COPIES OF THE SUPPLEMENTED PROSPECTUS AND/OR AMENDED REGISTRATION STATEMENT
CONTEMPLATED BY SECTION 6.2(J), OR UNTIL IT IS ADVISED IN WRITING (THE "ADVICE")
BY THE COMPANY THAT THE USE OF THE APPLICABLE PROSPECTUS MAY BE RESUMED, AND, IN
EITHER CASE, HAS RECEIVED COPIES OF ANY ADDITIONAL OR SUPPLEMENTAL FILINGS THAT
ARE INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE IN SUCH PROSPECTUS OR
REGISTRATION STATEMENT.
6.6
NO PIGGYBACK ON REGISTRATIONS.
EXCEPT AS AND TO THE EXTENT SET
FORTH IN SCHEDULE 3.1(P), NEITHER THE COMPANY NOR ANY OF ITS SECURITY HOLDERS
(OTHER THAN THE PURCHASERS IN SUCH CAPACITY PURSUANT HERETO) MAY INCLUDE
SECURITIES OF THE COMPANY IN THE REGISTRATION STATEMENT OTHER THAN THE
REGISTRABLE SECURITIES.
THE COMPANY SHALL NOT AFTER THE DATE HEREOF ENTER INTO
ANY AGREEMENT PROVIDING ANY SUCH RIGHT TO ANY OF ITS SECURITY HOLDERS.
6.7
PIGGY-BACK REGISTRATIONS.
EXCEPT DURING SUSPENSION PERIODS AS SET
FORTH IN SECTION 6.1(E), IF AT ANY TIME DURING THE EFFECTIVENESS PERIOD THERE IS
NOT AN EFFECTIVE REGISTRATION STATEMENT COVERING ALL OF THE REGISTRABLE
SECURITIES AND THE COMPANY SHALL DETERMINE TO PREPARE AND FILE WITH THE
COMMISSION A REGISTRATION STATEMENT RELATING TO AN OFFERING FOR ITS OWN ACCOUNT
OR THE ACCOUNT OF OTHERS UNDER THE SECURITIES ACT OF ANY OF ITS EQUITY
SECURITIES, OTHER THAN ON FORM S-4 OR FORM S-8 (EACH AS PROMULGATED UNDER THE
SECURITIES ACT) OR THEIR THEN EQUIVALENTS RELATING TO EQUITY SECURITIES TO BE
ISSUED SOLELY IN CONNECTION WITH ANY ACQUISITION OF ANY ENTITY OR BUSINESS OR
EQUITY SECURITIES ISSUABLE IN CONNECTION WITH STOCK OPTION OR OTHER EMPLOYEE
BENEFIT PLANS, THEN THE COMPANY SHALL SEND TO EACH PURCHASER WRITTEN NOTICE OF
SUCH DETERMINATION AND IF, WITHIN FIFTEEN DAYS AFTER RECEIPT OF SUCH NOTICE, ANY
SUCH PURCHASER SHALL SO REQUEST IN WRITING, THE COMPANY SHALL INCLUDE IN SUCH
REGISTRATION STATEMENT ALL OR ANY PART OF SUCH REGISTRABLE SECURITIES SUCH
PURCHASER REQUESTS TO BE REGISTERED; PROVIDED, HOWEVER, THAT THE COMPANY SHALL
NOT BE REQUIRED TO REGISTER ANY REGISTRABLE SECURITIES PURSUANT TO THIS SECTION
6.7 THAT ARE ELIGIBLE FOR SALE PURSUANT TO RULE 144(K) OF THE SECURITIES ACT.
IN THE CASE OF AN UNDERWRITTEN PUBLIC OFFERING, IF THE MANAGING UNDERWRITER(S)
OR UNDERWRITER(S) SHOULD REASONABLY OBJECT TO THE INCLUSION OF THE REGISTRABLE
SECURITIES IN SUCH REGISTRATION STATEMENT, THEN IF THE COMPANY AFTER
CONSULTATION WITH THE MANAGING UNDERWRITER SHOULD REASONABLY DETERMINE THAT THE
INCLUSION OF SUCH REGISTRABLE SECURITIES, WOULD MATERIALLY ADVERSELY AFFECT THE
OFFERING CONTEMPLATED IN SUCH REGISTRATION STATEMENT, AND BASED ON SUCH
DETERMINATION RECOMMENDS INCLUSION IN SUCH REGISTRATION STATEMENT OF FEWER OR
NONE OF THE REGISTRABLE SECURITIES OF THE PURCHASERS, THEN (X) THE NUMBER OF
REGISTRABLE SECURITIES OF THE PURCHASERS INCLUDED IN SUCH REGISTRATION STATEMENT
SHALL BE REDUCED PRO-RATA AMONG SUCH PURCHASERS (BASED UPON THE NUMBER OF
REGISTRABLE SECURITIES REQUESTED TO BE INCLUDED IN THE REGISTRATION), IF