FROM SUCH UNDERWRITING UNLESS ALL OTHER
SECURITIES ARE FIRST EXCLUDED.
ANY REGISTRABLE SECURITIES EXCLUDED OR WITHDRAWN
FROM SUCH UNDERWRITING SHALL BE WITHDRAWN FROM THE REGISTRATION.
(C)
NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL NOT BE REQUIRED TO EFFECT
A REGISTRATION PURSUANT TO THIS SECTION 2:
(A)
IN ANY PARTICULAR JURISDICTION IN WHICH THE COMPANY WOULD BE
REQUIRED TO EXECUTE A GENERAL CONSENT TO SERVICE OF PROCESS IN EFFECTING
3
SUCH REGISTRATION, UNLESS THE COMPANY IS ALREADY SUBJECT TO SERVICE IN SUCH
JURISDICTION AND EXCEPT AS MAY BE REQUIRED UNDER THE ACT; OR
(B)
AFTER THE COMPANY HAS EFFECTED TWO (2) REGISTRATIONS PURSUANT TO
THIS SECTION 2, AND SUCH REGISTRATIONS HAVE BEEN DECLARED OR ORDERED EFFECTIVE;
OR
(C)
IF THE COMPANY SHALL FURNISH TO THE HOLDERS REQUESTING A
REGISTRATION STATEMENT PURSUANT TO THIS SECTION 2 A CERTIFICATE SIGNED BY THE
COMPANY'S CHIEF EXECUTIVE OFFICER OR CHAIRMAN OF THE BOARD STATING THAT, IN THE
GOOD FAITH JUDGMENT OF THE BOARD OF DIRECTORS OF THE COMPANY, IT WOULD BE
SERIOUSLY DETRIMENTAL TO THE COMPANY AND ITS STOCKHOLDERS FOR SUCH REGISTRATION
STATEMENT TO BE EFFECTED AT SUCH TIME, THE COMPANY SHALL HAVE THE RIGHT TO DEFER
SUCH FILING FOR A PERIOD OF NOT MORE THAN ONE HUNDRED TWENTY (120) DAYS AFTER
RECEIPT OF THE DEMAND OF THE INITIATING HOLDERS, PROVIDED THAT SUCH RIGHT SHALL
BE EXERCISED BY THE COMPANY NOT MORE THAN ONCE IN ANY TWELVE (12) MONTH PERIOD
AND PROVIDED FURTHER THAT THE COMPANY SHALL NOT REGISTER ANY SECURITIES FOR THE
ACCOUNT OF ITSELF OR ANY OTHER STOCKHOLDER DURING SUCH ONE HUNDRED TWENTY (120)
DAY PERIOD (OTHER THAN A REGISTRATION RELATING TO A CORPORATE REORGANIZATION OR
TRANSACTION UNDER RULE 145 OF THE ACT, A REGISTRATION ON ANY FORM THAT DOES NOT
INCLUDE SUBSTANTIALLY THE SAME INFORMATION AS WOULD BE REQUIRED TO BE INCLUDED
IN A REGISTRATION STATEMENT COVERING THE RESALE OF THE REGISTRABLE SECURITIES,
OR A REGISTRATION IN WHICH THE ONLY COMMON STOCK BEING REGISTERED IS COMMON
STOCK ISSUABLE UPON CONVERSION OF DEBT SECURITIES THAT ARE ALSO BEING
REGISTERED).
(D)
IF: (I) THE REGISTRATION STATEMENT REQUIRED BY SECTION 2 IS NOT FILED ON OR
PRIOR TO ITS FILING DATE (AS DEFINED BELOW), OR (II) THE COMPANY FAILS TO FILE
WITH THE COMMISSION A REQUEST FOR ACCELERATION OF A REGISTRATION STATEMENT IN
ACCORDANCE WITH RULE 461 PROMULGATED BY THE COMMISSION PURSUANT TO THE
SECURITIES ACT WITHIN FIVE (5) BUSINESS DAYS OF THE DATE THAT THE COMPANY IS
NOTIFIED (ORALLY OR IN WRITING, WHICHEVER IS EARLIER) BY THE COMMISSION THAT
SUCH REGISTRATION STATEMENT WILL NOT BE "REVIEWED" OR WILL NOT BE SUBJECT TO
FURTHER REVIEW, OR (III) ALL OF THE REGISTRABLE SECURITIES REQUIRED BY THIS
AGREEMENT TO BE INCLUDED IN SUCH REGISTRATION STATEMENT ARE NOT REGISTERED FOR
RESALE ON OR BEFORE THE EFFECTIVENESS DATE AND RULE 144 IS NOT AVAILABLE TO THE
HOLDERS WITH RESPECT THERETO, OR (IV) AFTER THE EFFECTIVENESS DATE OF A
REGISTRATION STATEMENT, SUCH REGISTRATION STATEMENT CEASES FOR ANY REASON TO
REMAIN CONTINUOUSLY EFFECTIVE AS TO ALL REGISTRABLE SECURITIES REQUIRED TO BE