(PROVIDED THAT SUCH PRIVATE
PURCHASER SHALL BE LIMITED FOR THE SAME PERIOD OF TIME THAT IT IS LIMITED BY
WITH RESPECT TO AN UNDERWRITTEN REGISTERED OFFERING BY THE COMPANY (WHICH MAY BE
GREATER OR LESS THAN THE 90 DAY PERIOD SET FORTH ABOVE), IN EACH CASE EXCEPT AS
PART OF SUCH UNDERWRITTEN REGISTRATION AND IN EACH CASE UNLESS THE UNDERWRITERS
MANAGING THE REGISTERED PUBLIC OFFERING OTHERWISE AGREE.
(C)
EACH HOLDER OF REGISTRABLE SECURITIES AGREES TO COOPERATE WITH THE COMPANY
AS REASONABLY REQUESTED BY THE COMPANY IN CONNECTION WITH THE PREPARATION AND
FILING HEREUNDER OF ANY REGISTRATION STATEMENT, PROSPECTUS OR PRELIMINARY
PROSPECTUS OR ANY AMENDMENT THEREOF OR SUPPLEMENT THERETO.
4.
Registration Procedures.
In the Mandatory Registration and whenever the
holders of Registrable Securities have requested that any Registrable Securities
be registered pursuant to this Agreement, the Company shall use its reasonable
efforts to effect the registration and the sale of such Registrable Securities
in accordance with the intended method of disposition thereof, and pursuant
thereto the Company shall as expeditiously as practicable:
(A)
SUBJECT TO SECTION 1(A) IN THE CASE OF THE MANDATORY REGISTRATION, PREPARE
AND FILE WITH THE SEC A REGISTRATION STATEMENT, AND ALL AMENDMENTS AND
SUPPLEMENTS THERETO AND RELATED PROSPECTUSES AS MAY BE NECESSARY TO COMPLY WITH
APPLICABLE SECURITIES LAWS, WITH RESPECT TO SUCH REGISTRABLE SECURITIES AND USE
ITS BEST EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE
(PROVIDED THAT BEFORE FILING A REGISTRATION STATEMENT OR PROSPECTUS OR ANY
AMENDMENTS OR SUPPLEMENTS THERETO, THE COMPANY SHALL FURNISH TO THE COUNSEL
SELECTED BY THE HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES COVERED BY
SUCH REGISTRATION STATEMENT COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE FILED,
AND THE COMPANY SHALL IN GOOD FAITH CONSIDER ANY COMMENTS OF SUCH COUNSEL);
(B)
NOTIFY EACH HOLDER OF REGISTRABLE SECURITIES OF THE EFFECTIVENESS OF EACH
REGISTRATION STATEMENT FILED HEREUNDER AND PREPARE AND FILE WITH THE SEC SUCH
AMENDMENTS AND SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AND THE PROSPECTUS
USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION
STATEMENT EFFECTIVE FOR A PERIOD OF NOT LESS THAN 180 DAYS (OR, IN THE CASE OF A
SHELF REGISTRATION, A PERIOD ENDING ON SUCH DATE AS IS THE EARLIER OF
6
(I) THE DATE ON WHICH ALL REGISTRABLE SECURITIES INCLUDED IN THE REGISTRATION
STATEMENT SHALL HAVE BEEN SOLD OR SHALL HAVE OTHERWISE CEASED TO BE REGISTRABLE
SECURITIES AND (II) THE DATE ON WHICH ALL REMAINING REGISTRABLE SECURITIES MAY
BE SOLD DURING ANY THREE MONTH PERIOD WITHOUT ANY RESTRICTION PURSUANT TO RULE
144(K) PROMULGATED UNDER THE SECURITIES ACT AFTER TAKING INTO ACCOUNT ANY
HOLDERS' STATUS AS AN AFFILIATE OF THE COMPANY AS DETERMINED BY THE COUNSEL TO
THE COMPANY PURSUANT TO A WRITTEN OPINION LETTER ADDRESSED TO THE COMPANY'S
TRANSFER AGENT TO SUCH EFFECT) AND COMPLY WITH THE PROVISIONS OF THE SECURITIES
ACT WITH RESPECT TO THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT DURING SUCH PERIOD IN ACCORDANCE WITH THE INTENDED
METHODS OF DISPOSITION BY THE SELLERS THEREOF SET FORTH IN