THE REGISTRATION STATEMENT, THE REGISTRATION UNDER THE SECURITIES ACT
OF ALL REGISTRABLE SECURITIES THAT THE COMPANY HAS BEEN SO REQUESTED TO REGISTER
BY THE HOLDER TO THE EXTENT REQUIRED TO PERMIT THE DISPOSITION OF SUCH
REGISTRABLE SECURITIES IN ACCORDANCE WITH THE INTENDED METHODS THEREOF DESCRIBED
AS AFORESAID;
PROVIDED,
HOWEVER, IMMEDIATELY UPON NOTIFICATION TO THE COMPANY
FROM THE MANAGING UNDERWRITER OF THE PRICE AT WHICH SUCH SECURITIES ARE TO BE
SOLD, IF SUCH PRICE IS BELOW THE PRICE WHICH THE HOLDER SHALL HAVE INDICATED TO
BE ACCEPTABLE TO IT, THE COMPANY SHALL SO ADVISE THE HOLDER OF SUCH PRICE, AND
THE HOLDER SHALL THEN HAVE THE RIGHT TO WITHDRAW ITS REQUEST TO HAVE ITS
REGISTRABLE SECURITIES INCLUDED IN SUCH REGISTRATION STATEMENT;
PROVIDED ,
FURTHER , THAT IF, AT ANY TIME AFTER GIVING WRITTEN NOTICE OF ITS INTENTION TO
REGISTER ANY SECURITIES AND PRIOR TO THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT FILED IN CONNECTION WITH SUCH REGISTRATION, THE COMPANY SHALL
DETERMINE FOR ANY REASON NOT TO REGISTER OR TO DELAY REGISTRATION OF SUCH
SECURITIES, THE COMPANY MAY, AT ITS ELECTION, (A) GIVE WRITTEN NOTICE OF SUCH
DETERMINATION NOT TO REGISTER, AND THEREBY BE RELIEVED OF ITS OBLIGATION TO
REGISTER ANY REGISTRABLE SECURITIES IN CONNECTION WITH SUCH REGISTRATION (BUT
NOT FROM ANY OBLIGATION OF THE COMPANY TO PAY THE REGISTRATION EXPENSES IN
CONNECTION THEREWITH), AND (B) IN THE CASE OF A DETERMINATION TO DELAY
REGISTERING, SHALL BE PERMITTED TO DELAY REGISTERING ANY REGISTRABLE SECURITIES,
FOR THE SAME PERIOD AS THE DELAY IN REGISTERING SUCH OTHER SECURITIES.
(II)
IF THE MANAGING UNDERWRITER OF ANY UNDERWRITTEN OFFERING UNDER THIS
SECTION 3.1 SHALL INFORM THE COMPANY BY LETTER THAT, IN ITS OPINION, THE NUMBER
OR TYPE OF REGISTRABLE SECURITIES REQUESTED TO BE INCLUDED IN SUCH REGISTRATION
WOULD ADVERSELY AFFECT SUCH OFFERING, AND THE COMPANY HAS SO ADVISED THE HOLDER
IN WRITING, THEN THE COMPANY WILL INCLUDE IN SUCH REGISTRATION, TO THE EXTENT OF
THE NUMBER AND TYPE THAT THE COMPANY IS SO ADVISED CAN BE SOLD IN (OR DURING THE
TIME OF) SUCH OFFERING,
FIRST , ALL SECURITIES PROPOSED BY THE COMPANY TO BE
SOLD FOR ITS OWN ACCOUNT, AND SECOND, SUCH REGISTRABLE SECURITIES REQUESTED TO
BE INCLUDED IN SUCH REGISTRATION PURSUANT TO THIS DEBENTURE AND ALL OTHER
SECURITIES PROPOSED TO BE REGISTERED, PRO RATA, BASED ON THE NUMBER OF
SECURITIES PROPOSED TO BE REGISTERED.
(B)
OBLIGATIONS OF THE COMPANY.
IN CONNECTION WITH THE REGISTRATION OF
THE REGISTRABLE SECURITIES AS CONTEMPLATED BY SECTION 4.1, THE COMPANY SHALL:
(I)
PREPARE A REGISTRATION STATEMENT AND FILE IT WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC"),
AND THEREAFTER USE ITS REASONABLE BEST EFFORTS
TO CAUSE THE REGISTRATION STATEMENT TO BECOME EFFECTIVE, WHICH REGISTRATION
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND PROSPECTUSES
CONTAINED THEREIN) SHALL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN, OR NECESSARY TO
MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE
MADE, NOT MISLEADING;
(II)
PREPARE AND