Securities for
resale by such Holders in accordance with the methods of distribution elected by
the Holders and set forth in the Initial Shelf Registration Statement. The
Company shall use its reasonable best efforts to cause the Initial Shelf
Registration Statement to be declared effective under the Securities Act as
promptly as is practicable but in any event by the date (the "Effectiveness
Deadline Date") that is one hundred eighty (180) days after the Issue Date, and,
subject to the exceptions provided herein, to keep the Initial Shelf
Registration Statement (or any Subsequent Shelf Registration Statement)
continuously effective under the Securities Act until the expiration of the
Effectiveness Period. At the time the Initial Shelf Registration Statement is
declared effective, each Holder that delivered a Notice and Questionnaire (each,
a "Notice Holder") on or prior to the date ten (10) Business Days prior to such
time of effectiveness shall be named as a selling securityholder in the Initial
Shelf Registration Statement and the related Prospectus in such a manner as to
permit such Holder to deliver such Prospectus to purchasers of Registrable
Securities in accordance with applicable law. None of the Company's security
holders (other than the Holders of Registrable Securities) shall have the right
to include any of the Company's securities in the Shelf Registration Statement.
(B)
IF THE INITIAL SHELF REGISTRATION STATEMENT OR ANY SUBSEQUENT
SHELF REGISTRATION STATEMENT CEASES TO BE EFFECTIVE FOR ANY REASON AT ANY TIME
DURING THE EFFECTIVENESS PERIOD (OTHER THAN BECAUSE ALL REGISTRABLE SECURITIES
REGISTERED THEREUNDER SHALL HAVE BEEN RESOLD PURSUANT THERETO OR SHALL HAVE
OTHERWISE CEASED TO BE REGISTRABLE SECURITIES), THE COMPANY SHALL USE ITS
REASONABLE BEST EFFORTS TO OBTAIN THE PROMPT WITHDRAWAL OF ANY ORDER SUSPENDING
THE EFFECTIVENESS THEREOF, AND IN ANY EVENT SHALL WITHIN THIRTY (30) DAYS OF
SUCH CESSATION OF EFFECTIVENESS AMEND THE SHELF REGISTRATION STATEMENT IN A
MANNER REASONABLY EXPECTED TO OBTAIN THE WITHDRAWAL OF THE ORDER SUSPENDING THE
EFFECTIVENESS THEREOF, OR FILE AN ADDITIONAL SHELF REGISTRATION STATEMENT
COVERING ALL OF THE SECURITIES THAT AS OF THE DATE OF SUCH FILING ARE
REGISTRABLE SECURITIES (A "SUBSEQUENT SHELF REGISTRATION STATEMENT"). IF A
SUBSEQUENT SHELF REGISTRATION STATEMENT IS
4
FILED, THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE THE SUBSEQUENT
SHELF REGISTRATION STATEMENT TO BECOME EFFECTIVE AS PROMPTLY AS IS PRACTICABLE
AFTER SUCH FILING AND TO KEEP SUCH REGISTRATION STATEMENT (OR SUBSEQUENT SHELF
REGISTRATION STATEMENT) CONTINUOUSLY EFFECTIVE UNTIL THE END OF THE
EFFECTIVENESS PERIOD.
(C)
THE COMPANY SHALL SUPPLEMENT AND AMEND THE SHELF REGISTRATION
STATEMENT IF REQUIRED BY THE RULES, REGULATIONS OR INSTRUCTIONS APPLICABLE TO
THE REGISTRATION FORM USED BY THE COMPANY FOR SUCH SHELF REGISTRATION STATEMENT,
IF REQUIRED BY THE SECURITIES ACT OR AS REASONABLY REQUESTED BY THE PURCHASER OR
BY THE TRUSTEE ON BEHALF OF THE HOLDERS OF THE REGISTRABLE SECURITIES COVERED BY
SUCH SHELF REGISTRATION STATEMENT.
(D)
EACH HOLDER AGREES THAT IF SUCH HOLDER WISHES TO SELL REGISTRABLE
SECURITIES PURSUANT TO A SHELF REGISTRATION STATEMENT AND RELATED PROSPECTUS, IT
WILL DO SO ONLY IN ACCORDANCE