Securities
shall not be cutback under any such Registration Statements as a result of such
piggy-back rights.
3.
REGISTRATION PROCEDURES
In connection with the Company's registration obligations hereunder, the Company
shall:
(A)
NOT LESS THAN FOUR TRADING DAYS PRIOR TO THE FILING OF A
REGISTRATION STATEMENT OR ANY RELATED PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT
THERETO FURNISH TO THE PURCHASER COPIES OF THE "SELLING STOCKHOLDERS" SECTION OF
SUCH DOCUMENT, THE "PLAN OF DISTRIBUTION" AND ANY RISK FACTOR CONTAINED IN SUCH
DOCUMENT THAT ADDRESSES SPECIFICALLY THIS TRANSACTION OR THE SELLING
STOCKHOLDERS, AS PROPOSED TO BE FILED WHICH DOCUMENTS WILL BE SUBJECT TO THE
REVIEW OF THE PURCHASER, EXCEPT FOR ANY AMENDMENT OR SUPPLEMENT OR DOCUMENT (A
COPY OF WHICH HAS BEEN PREVIOUSLY FURNISHED TO THE PURCHASER) WHICH COUNSEL TO
THE COMPANY SHALL ADVISE THE COMPANY IS REQUIRED TO BE FILED SOONER IN ORDER TO
COMPLY WITH APPLICABLE LAW, RULES AND REGULATIONS.
THE COMPANY SHALL NOT FILE A
REGISTRATION STATEMENT OR ANY SUCH PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS
THERETO THAT DOES NOT CONTAIN THE DISCLOSURE CONTAINING THE PURCHASER AS A
"SELLING STOCKHOLDER" AS PROVIDED TO THE COMPANY BY THE PURCHASER IN CONNECTION
THEREWITH.
(B)
(I) SUBJECT TO SECTION 6(C), PREPARE AND FILE WITH THE COMMISSION
SUCH AMENDMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, TO EACH REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO
KEEP SUCH REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AS TO THE APPLICABLE
REGISTRABLE SECURITIES FOR ITS EFFECTIVENESS PERIOD AND PREPARE AND FILE WITH
THE COMMISSION SUCH ADDITIONAL REGISTRATION STATEMENTS IN ORDER TO REGISTER FOR
RESALE UNDER THE SECURITIES ACT ALL OF THE REGISTRABLE SECURITIES; (II) CAUSE
THE RELATED PROSPECTUS TO BE AMENDED OR SUPPLEMENTED BY ANY REQUIRED PROSPECTUS
SUPPLEMENT, AND AS SO SUPPLEMENTED OR AMENDED TO BE FILED PURSUANT TO RULE 424;
(III) RESPOND AS PROMPTLY AS REASONABLY POSSIBLE TO ANY COMMENTS RECEIVED FROM
THE COMMISSION WITH RESPECT TO EACH REGISTRATION STATEMENT OR ANY AMENDMENT
THERETO AND, AS PROMPTLY AS REASONABLY POSSIBLE PROVIDE THE PURCHASER TRUE AND
COMPLETE COPIES OF ALL CORRESPONDENCE FROM AND TO THE COMMISSION RELATING TO
SUCH REGISTRATION STATEMENT THAT WOULD NOT RESULT IN THE DISCLOSURE TO THE
PURCHASER OF MATERIAL AND NON-PUBLIC INFORMATION CONCERNING THE COMPANY; AND
(IV) COMPLY IN ALL MATERIAL RESPECTS WITH THE PROVISIONS OF THE SECURITIES ACT
AND THE EXCHANGE ACT WITH RESPECT TO THE REGISTRATION STATEMENTS AND THE
DISPOSITION OF ALL REGISTRABLE SECURITIES COVERED BY EACH REGISTRATION
STATEMENT.
(C)
NOTIFY THE PURCHASER AS PROMPTLY AS REASONABLY POSSIBLE (AND, IN
THE CASE OF (I)(A) BELOW, NOT LESS THAN THREE TRADING DAYS PRIOR TO SUCH FILING)
AND (IF REQUESTED BY ANY SUCH PERSON) CONFIRM SUCH NOTICE IN WRITING NO LATER
THAN ONE TRADING DAY FOLLOWING THE DAY (I)(A) WHEN A PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT IS
PROPOSED TO BE FILED; (B) WHEN THE COMMISSION NOTIFIES THE COMPANY WHETHER THERE
WILL BE A "REVIEW" OF SUCH REGISTRATION STATEMENT AND WHENEVER THE COMMISSION
COMMENTS IN WRITING ON SUCH REGISTRATION STATEMENT (THE COMPANY SHALL PROVIDE
TRUE AND