or (ii) an omission
or alleged omission to state therein a material fact required to be stated
therein, or necessary to make the statements therein not misleading.
(B)
"FORM S-3" MEANS SUCH FORM UNDER THE SECURITIES ACT AS IN EFFECT ON
THE DATE HEREOF OR ANY REGISTRATION FORM UNDER THE SECURITIES ACT SUBSEQUENTLY
ADOPTED BY THE SEC THAT PERMITS INCORPORATION OF SUBSTANTIAL INFORMATION BY
REFERENCE TO OTHER DOCUMENTS FILED BY BUYER WITH THE SEC.
(C)
"REGISTRATION STATEMENT" MEANS AN AUTOMATICALLY EFFECTIVE FORM S-3
SHELF REGISTRATION STATEMENT UNDER THE SECURITIES ACT, WHICH SHALL COVER RESALES
OF BUYER COMMON STOCK FROM TIME TO TIME ON THE NYSE AT PRICES CURRENT AT THE
TIME OF SALE.
(D)
"SEC RULE 144" MEANS RULE 144 PROMULGATED BY THE SEC UNDER THE
SECURITIES ACT.
SECTION 13.2.
REGISTRATION OF BUYER COMMON STOCK.
BUYER UNDERSTANDS AND
ACKNOWLEDGES THAT SELLER INTENDS TO DISTRIBUTE SHARES OF BUYER COMMON STOCK
CONSTITUTING A PORTION OF THE PURCHASE PRICE AT CLOSING TO CERTAIN MEMBERS AND
BENEFICIAL OWNERS OF CEP II, WHICH IS THE PARENT COMPANY OF SELLER, AS
CONTEMPLATED BY SECTION 2.6(C) (THE "SELLING MEMBERS").
BUYER COVENANTS AND
AGREES TO REGISTER THE RESALES OF THE BUYER COMMON STOCK BY SELLER AND THE
SELLING MEMBERS BY FILING THE REGISTRATION STATEMENT, AS PROMPTLY AS PRACTICABLE
(AND IN ANY EVENT WITHIN THREE BUSINESS DAYS) AFTER THE CLOSING DATE. BUYER
SHALL PROVIDE SELLER WITH A REASONABLE OPPORTUNITY TO REVIEW AND COMMENT ON THE
REGISTRATION STATEMENT PRIOR TO FILING.
BUYER SHALL HAVE NO OBLIGATION TO
INCLUDE IN THE REGISTRATION STATEMENT SHARES OF BUYER COMMON STOCK OF SELLER OR
ANY SELLING MEMBER WHO HAS FAILED TO PROVIDE THE INFORMATION REQUIRED BY
SECTION 10.1(J) OR SUCH OTHER INFORMATION THAT, IN THE OPINION OF COUNSEL TO
BUYER, IS REASONABLY REQUIRED IN ORDER FOR THE REGISTRATION STATEMENT TO COMPLY
WITH THE SECURITIES ACT.
SECTION 13.3.
OBLIGATIONS OF THE BUYER.
THE BUYER SHALL, AS EXPEDITIOUSLY
AS POSSIBLE:
(a)
use its commercially reasonable efforts to keep the Registration
Statement effective for a period expiring on the earlier of (i) the date on
which all the shares of Buyer Common Stock registered pursuant to the
Registration Statement have been sold or disposed of pursuant to the
Registration Statement, SEC Rule 144 or in a private transaction, or (ii) one
year after the Closing (the "Registration Period");
(b)
during the Registration Period, prepare and file with the SEC such
amendments and supplements to the Registration Statement, and the prospectus
used in connection with the Registration Statement, as may be necessary to
comply with the Securities Act in order to enable the disposition of all
securities covered by the Registration Statement;
44
(C)
DURING THE REGISTRATION PERIOD, FURNISH TO SELLER SUCH NUMBERS OF
COPIES OF A PROSPECTUS, AS REQUIRED BY THE SECURITIES ACT, AND SUCH OTHER
DOCUMENTS AS SELLER MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE
DISPOSITION OF THE BUYER COMMON STOCK;
(D)
DURING THE REGISTRATION PERIOD, USE ITS COMMERCIALLY REASONABLE
EFFORTS TO REGISTER AND QUALIFY THE SECURITIES COVERED BY THE REGISTRATION
STATEMENT UNDER SUCH