be deemed to have been
effected pursuant to Section 3(a) hereof.
5.
Expenses.
Except as provided in the last paragraph of Section 6, the
Company shall pay all Expenses in connection with any registration initiated
pursuant to Sections 2(a), 3(a) or 4 hereof, whether or not such registration
shall become effective and whether or not all or any portion of the Registrable
Common Stock originally requested to be included in such registration are
ultimately included in such registration.
6.
Registration Procedures.
If and whenever the Company is required to effect
any registration under the Securities Act as provided in Sections 2(a), 3(a) and
4 hereof, the Company shall, as expeditiously as possible:
(A)
PREPARE AND FILE WITH THE COMMISSION (PROMPTLY AND, IN THE CASE OF
ANY REGISTRATION PURSUANT TO SECTION 3(A), IN ANY EVENT ON OR BEFORE THE DATE
THAT IS (I) THIRTY (30) DAYS AFTER THE DATE OF ANY INITIATING REQUEST OR
(II) IF, AS OF SUCH THIRTIETH (30TH) DAY, THE COMPANY DOES NOT HAVE THE AUDITED
FINANCIAL STATEMENTS REQUIRED TO BE INCLUDED IN THE REGISTRATION STATEMENT, TEN
(10) DAYS AFTER THE RECEIPT BY THE COMPANY FROM ITS INDEPENDENT PUBLIC
ACCOUNTANTS OF SUCH AUDITED FINANCIAL STATEMENTS, WHICH THE COMPANY SHALL USE
ITS REASONABLE BEST EFFORTS TO OBTAIN AS PROMPTLY AS PRACTICABLE) THE REQUISITE
REGISTRATION STATEMENT TO EFFECT SUCH REGISTRATION AND THEREAFTER USE ITS
REASONABLE BEST EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME AND
REMAIN EFFECTIVE; PROVIDED, HOWEVER, THAT THE COMPANY MAY DISCONTINUE ANY
REGISTRATION OF ITS SECURITIES THAT ARE NOT SHARES OF REGISTRABLE COMMON STOCK
(AND, PURSUANT TO, AND UNDER THE CIRCUMSTANCES SPECIFIED IN, SECTIONS 4 AND
9(B) HEREOF, ITS SECURITIES THAT ARE SHARES OF REGISTRABLE COMMON STOCK) AT ANY
TIME PRIOR TO THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT RELATING THERETO;
(B)
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND
SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION
THEREWITH AS MAY BE
11
NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE AND TO COMPLY WITH THE
PROVISIONS OF THE SECURITIES ACT AND THE EXCHANGE ACT WITH RESPECT TO THE
DISPOSITION OF ALL REGISTRABLE COMMON STOCK COVERED BY SUCH REGISTRATION
STATEMENT UNTIL SUCH TIME AS ALL OF SUCH REGISTRABLE COMMON STOCK HAS BEEN
DISPOSED OF IN ACCORDANCE WITH THE METHOD OF DISPOSITION SET FORTH IN SUCH
REGISTRATION STATEMENT; PROVIDED, THAT, EXCEPT WITH RESPECT TO ANY SHELF
REGISTRATION, SUCH PERIOD NEED NOT EXTEND BEYOND NINETY (90) DAYS AFTER THE
EFFECTIVE DATE OF THE REGISTRATION STATEMENT (PLUS A NUMBER OF BUSINESS DAYS
EQUAL TO THE NUMBER OF BUSINESS DAYS, IF ANY, THAT THE REGISTRATION STATEMENT IS
NOT KEPT EFFECTIVE (INCLUDING ANY DAYS FOR WHICH THE USE OF THE PROSPECTUS IS
SUSPENDED PURSUANT TO SECTION 9(B)) AFTER THE INITIAL DATE OF ITS EFFECTIVENESS
AND PRIOR TO THE EXPIRATION OF SUCH NINETY- (90) DAY PERIOD); AND PROVIDED,
FURTHER, THAT WITH RESPECT TO THE INITIAL SHELF, SUCH PERIOD NEED NOT EXTEND
BEYOND THE APPLICABLE PERIOD PROVIDED FOR
IN SECTION 2(A) HEREOF AND, WITH
RESPECT TO ANY SHELF REGISTRATION OTHER