COMPANY SHALL USE SUCH OTHER FORM AS IS AVAILABLE FOR
SUCH A REGISTRATION ON ANOTHER APPROPRIATE FORM REASONABLY ACCEPTABLE TO THE
REQUIRED HOLDERS.
EACH ADDITIONAL REGISTRATION STATEMENT PREPARED PURSUANT
HERETO SHALL REGISTER FOR RESALE AT LEAST THAT NUMBER OF SHARES OF COMMON STOCK
EQUAL TO THE ADDITIONAL REQUIRED REGISTRATION AMOUNT DETERMINED AS OF THE DATE
SUCH ADDITIONAL REGISTRATION STATEMENT IS INITIALLY FILED WITH THE SEC.
EACH
ADDITIONAL REGISTRATION STATEMENT SHALL CONTAIN (EXCEPT IF OTHERWISE DIRECTED BY
THE REQUIRED HOLDERS) THE "SELLING STOCKHOLDERS" AND "PLAN OF DISTRIBUTION"
SECTIONS IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT B.
THE COMPANY
SHALL USE ITS BEST EFFORTS TO HAVE EACH ADDITIONAL REGISTRATION STATEMENT
DECLARED EFFECTIVE BY THE SEC AS SOON AS PRACTICABLE, BUT IN NO EVENT LATER THAN
THE ADDITIONAL EFFECTIVENESS DEADLINE.
BY 9:30 A.M. NEW YORK TIME ON THE
BUSINESS DAY FOLLOWING THE ADDITIONAL EFFECTIVE DATE, THE COMPANY SHALL FILE
WITH THE SEC IN ACCORDANCE WITH RULE 424 UNDER THE 1933 ACT THE FINAL PROSPECTUS
TO BE USED IN CONNECTION WITH SALES PURSUANT TO SUCH ADDITIONAL REGISTRATION
STATEMENT..
(C)
ALLOCATION OF REGISTRABLE SECURITIES.
THE INITIAL NUMBER OF REGISTRABLE
SECURITIES INCLUDED IN ANY REGISTRATION STATEMENT AND ANY INCREASE OR DECREASE
IN THE NUMBER OF REGISTRABLE SECURITIES INCLUDED THEREIN SHALL BE ALLOCATED PRO
RATA AMONG THE INVESTORS BASED ON THE NUMBER OF REGISTRABLE SECURITIES HELD BY
EACH INVESTOR AT THE TIME THE REGISTRATION STATEMENT COVERING SUCH INITIAL
NUMBER OF REGISTRABLE SECURITIES OR INCREASE OR DECREASE THEREOF IS DECLARED
A-4
EFFECTIVE BY THE SEC.
IN THE EVENT THAT AN INVESTOR SELLS OR OTHERWISE
TRANSFERS ANY OF SUCH INVESTOR'S REGISTRABLE SECURITIES, EACH TRANSFEREE SHALL
BE ALLOCATED A PRO RATA PORTION OF THE THEN REMAINING NUMBER OF REGISTRABLE
SECURITIES INCLUDED IN SUCH REGISTRATION STATEMENT FOR SUCH TRANSFEROR.
IN NO
EVENT SHALL THE COMPANY INCLUDE ANY SECURITIES OTHER THAN REGISTRABLE SECURITIES
ON ANY REGISTRATION STATEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED
HOLDERS.
(D)
LEGAL COUNSEL.
SUBJECT TO SECTION 5 HEREOF, THE REQUIRED HOLDERS SHALL
HAVE THE RIGHT TO SELECT ONE LEGAL COUNSEL TO REVIEW AND OVERSEE ANY
REGISTRATION PURSUANT TO THIS SECTION 2 ("LEGAL COUNSEL"), WHICH SHALL BE
SCHULTE ROTH & ZABEL LLP OR SUCH OTHER COUNSEL AS THEREAFTER DESIGNATED BY THE
REQUIRED HOLDERS.
THE COMPANY AND LEGAL COUNSEL SHALL REASONABLY COOPERATE WITH
EACH OTHER IN PERFORMING THE COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT.
(E)
INELIGIBILITY FOR FORM S-3.
IN THE EVENT THAT FORM S-3 IS NOT AVAILABLE
FOR THE REGISTRATION OF THE RESALE OF REGISTRABLE SECURITIES HEREUNDER, THE
COMPANY SHALL (I) REGISTER THE RESALE OF THE REGISTRABLE SECURITIES ON ANOTHER
APPROPRIATE FORM REASONABLY ACCEPTABLE TO THE REQUIRED HOLDERS AND (II)
UNDERTAKE TO REGISTER THE REGISTRABLE SECURITIES ON FORM S-3 AS SOON AS SUCH
FORM IS AVAILABLE, PROVIDED THAT THE COMPANY SHALL MAINTAIN THE EFFECTIVENESS OF
THE REGISTRATION STATEMENT THEN IN EFFECT UNTIL SUCH TIME AS A REGISTRATION
STATEMENT ON FORM S-3 COVERING THE REGISTRABLE SECURITIES HAS BEEN DECLARED
EFFECTIVE BY THE SEC.
(F)
EFFECT OF FAILURE TO FILE AND OBTAIN AND MAINTAIN EFFECTIVENESS OF
REGISTRATION STATEMENT.