EFFECT ANY REGISTRATION WITH RESPECT TO MERGER SHARES OR CONVERSION SHARES UP TO
THAT NUMBER OF MERGER SHARES OR CONVERSION SHARES SET FORTH IN A SHARE DEMAND;
PROVIDED, HOWEVER, THAT (A) IF SUCH SHARE DEMAND DATE IS PRIOR TO THE EARLIEST
TO OCCUR OF (I) JANUARY 1, 2007 AND (II) THE DATE ON WHICH AFFILIATES OF VPVP
HAVE DISTRIBUTED AN AGGREGATE NUMBER OF SHARES OF COMMON STOCK TO THE LIMITED
PARTNERS OF SUCH AFFILIATES OF VPVP EQUAL TO OR GREATER THAN TEN PERCENT (10%)
OF THE NUMBER OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING AS OF APRIL 24,
2006 AFTER GIVING EFFECT TO THE ISSUANCE OF THE CONVERSION SHARES (AS ADJUSTED
FOR STOCK SPLITS, COMBINATIONS, RECAPITALIZATIONS AND THE LIKE), THE NUMBER OF
MERGER SHARES OR CONVERSION SHARES SUBJECT TO SUCH SHARE DEMAND SHALL NOT EXCEED
THE GREATER OF (X) ONE PERCENT (1%) OF PARENT'S COMMON STOCK OUTSTANDING AS
SHOWN BY THE THEN-MOST-RECENT REPORT OR STATEMENT BY PARENT OR (Y) THE AVERAGE
WEEKLY TRADING VOLUME FOR THE FOUR (4) WEEKS IMMEDIATELY PRECEDING SUCH SHARE
DEMAND DATE; AND (B) PARENT SHALL NOT BE OBLIGATED TO EFFECT MORE THAN ONE
(1) SUCH REGISTRATION IN ANY THREE- (3)-MONTH PERIOD NOR MORE THAN A TOTAL OF
FOUR (4) SUCH REGISTRATIONS, PARENT SHALL:
(A)
SUBJECT TO RECEIPT OF NECESSARY INFORMATION
FROM VPVP, USE ITS REASONABLE BEST EFFORTS TO PREPARE AND FILE WITH THE SEC A
REGISTRATION STATEMENT (THE "REGISTRATION STATEMENT") ON FORM S-3 (OR FORM S-1
IF FORM S-3 IS NOT THEN AVAILABLE FOR USE BY PARENT) TO ENABLE THE RESALE OF THE
REGISTRABLE SHARES BY VPVP ON A DELAYED OR CONTINUOUS BASIS UNDER RULE 415 OF
THE ACT;
(B)
USE ITS REASONABLE BEST EFFORTS, SUBJECT TO
RECEIPT OF NECESSARY INFORMATION FROM VPVP, TO CAUSE THE REGISTRATION STATEMENT
TO BECOME EFFECTIVE, AS APPLICABLE, WITHIN NINETY (90) DAYS OF THE MEASURE DATE
OR (II) AS SOON AS PRACTICABLE AFTER THE SHARE DEMAND DATE; PROVIDED, HOWEVER,
THAT THE REGISTRATION STATEMENT SHALL NOT BE DECLARED EFFECTIVE UNTIL AT LEAST
THE NINETIETH (90TH) DAY AFTER THE CLOSING DATE;
(C)
USE ITS REASONABLE BEST EFFORTS TO PREPARE
AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO THE REGISTRATION
STATEMENT AND THE PROSPECTUS (AS SUCH TERM IS DEFINED IN SECTION 6.4(A) BELOW)
USED IN CONNECTION THEREWITH AND TAKE ALL SUCH OTHER ACTIONS AS MAY BE NECESSARY
TO KEEP THE REGISTRATION STATEMENT CURRENT AND EFFECTIVE, (I) IN THE CASE OF
WARRANT SHARES FOR A PERIOD (THE "REGISTRATION PERIOD") ENDING NOT LATER THAN
THE EARLIER OF (A) THE SECOND (2ND) ANNIVERSARY OF THE APPLICABLE MEASURE DATE);
(B) THE DATE ON WHICH ALL WARRANT SHARES THEN HELD BY VPVP MAY BE SOLD OR
TRANSFERRED IN COMPLIANCE WITH RULE 144 UNDER THE ACT
(OR ANY OTHER SIMILAR PROVISIONS THEN IN FORCE) WITHOUT ANY VOLUME OR MANNER OF
SALE RESTRICTIONS THEREUNDER AND (C) SUCH TIME AS ALL WARRANT SHARES HELD BY
VPVP HAVE BEEN SOLD (1) PURSUANT TO A REGISTRATION STATEMENT; (2) TO OR THROUGH
A BROKER OR DEALER OR UNDERWRITER IN A PUBLIC