OTHER
HOLDERS BY WRITTEN NOTICE TO THE COMPANY, WHICH NOTICE IS RECEIVED WITHIN THIRTY
(30) DAYS AFTER THE DATE THE COMPANY HAS GIVEN SUCH HOLDERS NOTICE OF THE
REGISTRATION REQUEST.
THE COMPANY WILL PAY ALL REGISTRATION EXPENSES INCURRED
IN CONNECTION WITH ANY REGISTRATION PURSUANT TO THIS SECTION 1.
(B)
LIMITATION ON DEMAND REGISTRATIONS.
THE
COMPANY WILL NOT BE OBLIGATED TO EFFECT MORE THAN THREE REGISTRATIONS PURSUANT
TO THIS SECTION 1 (EACH, A "DEMAND REGISTRATION"), PROVIDED THAT A REQUEST FOR
REGISTRATION WILL NOT COUNT FOR THE PURPOSES OF THIS LIMITATION IF (I) THE
REQUIRED HOLDERS DETERMINE IN GOOD FAITH TO WITHDRAW (PRIOR TO THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT RELATING TO SUCH REQUEST) THE PROPOSED
REGISTRATION, (II) THE REGISTRATION STATEMENT RELATING TO SUCH REQUEST IS NOT
DECLARED EFFECTIVE WITHIN 180 DAYS OF THE DATE SUCH REGISTRATION STATEMENT IS
FIRST FILED WITH THE COMMISSION, (III) PRIOR TO THE SALE OF AT LEAST 75% OF THE
REGISTRABLE SECURITIES INCLUDED IN THE REGISTRATION RELATING TO SUCH REQUEST,
SUCH REGISTRATION IS ADVERSELY AFFECTED BY ANY STOP ORDER, INJUNCTION OR OTHER
ORDER OR REQUIREMENT OF THE COMMISSION OR OTHER GOVERNMENTAL AGENCY OR COURT FOR
ANY REASON AND THE COMPANY FAILS TO HAVE SUCH STOP ORDER, INJUNCTION OR OTHER
ORDER OR REQUIREMENT REMOVED, WITHDRAWN OR RESOLVED TO THE REQUIRED HOLDERS'
REASONABLE SATISFACTION WITHIN THIRTY (30) DAYS OF THE DATE OF SUCH ORDER,
(IV) ANY OF THE REGISTRABLE SECURITIES REQUESTED BY THE REQUIRED HOLDERS TO BE
INCLUDED IN THE REGISTRATION ARE NOT SO INCLUDED PURSUANT TO SECTION 1(F), OR
(V) THE CONDITIONS TO CLOSING SPECIFIED IN ANY UNDERWRITING AGREEMENT ENTERED
INTO IN CONNECTION WITH THE REGISTRATION RELATING TO SUCH REQUEST ARE NOT
SATISFIED (OTHER THAN AS A RESULT OF A MATERIAL DEFAULT OR BREACH THEREUNDER BY
THE REQUIRED HOLDERS).
NOTWITHSTANDING THE FOREGOING, THE COMPANY WILL PAY ALL
REGISTRATION EXPENSES IN CONNECTION WITH ANY REQUEST FOR REGISTRATION PURSUANT
TO SECTION 1(A) REGARDLESS OF WHETHER OR NOT SUCH REQUEST COUNTS TOWARD THE
LIMITATION SET FORTH ABOVE.
(C)
SHORT-FORM REGISTRATIONS.
THE COMPANY WILL
USE ITS COMMERCIALLY REASONABLE EFFORTS TO QUALIFY FOR REGISTRATION ON FORM S-3
OR ANY COMPARABLE OR SUCCESSOR FORM OR FORMS OR ANY SIMILAR SHORT-FORM
REGISTRATION ("SHORT-FORM REGISTRATIONS"), AND TO THAT END THE COMPANY WILL
REGISTER (WHETHER OR NOT REQUIRED BY LAW TO DO SO) SHARES OF COMMON STOCK UNDER
THE EXCHANGE ACT IN ACCORDANCE WITH THE PROVISIONS OF THAT ACT FOLLOWING THE
EFFECTIVE DATE OF THE FIRST REGISTRATION OF ANY SECURITIES OF THE COMPANY ON
FORM S-1 OR ANY COMPARABLE OR SUCCESSOR FORM OR FORMS.
TO THE EXTENT THE
COMPANY IS QUALIFIED FOR A SHORT-FORM REGISTRATION, THE REQUIRED HOLDERS WILL BE
ENTITLED TO REQUEST AT ANY TIME AND FROM TIME TO TIME AN UNLIMITED NUMBER OF
SHORT-FORM REGISTRATIONS, IN ADDITION TO THE REGISTRATION RIGHTS PROVIDED IN
SECTION 1(A), PROVIDED THAT THE COMPANY
2
will not be obligated to effect any registration pursuant to this
Section 2(c) more than twice in any one year.
Promptly after its receipt of any
request for a Short-Form Registration, the Company