AT ANY TIME AFTER GIVING WRITTEN NOTICE OF ITS INTENTION TO
REGISTER ANY SECURITIES AND PRIOR TO THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT FILED IN CONNECTION WITH SUCH REGISTRATION, THE COMPANY DETERMINES FOR
ANY REASON NOT TO PROCEED WITH SUCH REGISTRATION, THE COMPANY MAY, AT ITS
ELECTION, GIVE WRITTEN NOTICE OF SUCH DETERMINATION TO THE RELEVANT HOLDERS AND,
THEREUPON, WILL BE RELIEVED OF ITS OBLIGATION TO REGISTER ANY REGISTRABLE
SECURITIES IN CONNECTION WITH SUCH REGISTRATION, AND (B) IN CASE OF A
DETERMINATION BY THE COMPANY TO DELAY REGISTRATION OF ITS SECURITIES, THE
COMPANY WILL BE PERMITTED TO DELAY THE REGISTRATION OF REGISTRABLE SECURITIES
FOR THE SAME PERIOD AS THE DELAY IN REGISTERING SUCH OTHER SECURITIES; PROVIDED,
HOWEVER, THAT THE PROVISIONS OF THIS SECTION 2(B) WILL NOT BE DEEMED TO LIMIT OR
OTHERWISE RESTRICT THE RIGHTS OF THE HOLDERS UNDER SECTION 2(A) OF THIS
AGREEMENT.
(C)
THE COMPANY SHALL SUPPLEMENT AND AMEND THE
REGISTRATION STATEMENT IF REQUIRED BY THE RULES, REGULATIONS OR INSTRUCTIONS
APPLICABLE TO THE REGISTRATION FORM USED BY THE COMPANY FOR SUCH REGISTRATION
STATEMENT, IF REQUIRED BY THE SECURITIES ACT OR, TO THE EXTENT TO WHICH THE
COMPANY DOES NOT REASONABLY OBJECT, AS REASONABLY REQUESTED BY THE HOLDERS.
(D)
EACH HOLDER AGREES THAT IF THEY WISH TO SELL
REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT AND RELATED
PROSPECTUS, THEY WILL DO SO ONLY IN ACCORDANCE WITH THIS AGREEMENT.
SECTION 3.
REGISTRATION PROCEDURES.
IN
CONNECTION WITH THE REGISTRATION OBLIGATIONS OF THE COMPANY UNDER SECTION 2
HEREOF, THE COMPANY SHALL:
(A)
UNTIL THE EFFECTIVENESS TERMINATION DATE,
PREPARE AND USE ITS COMMERCIALLY REASONABLE EFFORTS TO FILE WITH THE SEC SUCH
AMENDMENTS AND POST-EFFECTIVE AMENDMENTS TO THE REGISTRATION STATEMENT AS MAY BE
NECESSARY TO KEEP SUCH REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE FOR THE
APPLICABLE PERIOD SPECIFIED IN SECTION 2(A); USE ITS BEST EFFORTS TO CAUSE THE
RELATED PROSPECTUS TO BE SUPPLEMENTED BY ANY REQUIRED PROSPECTUS SUPPLEMENT, AND
AS SO SUPPLEMENTED TO BE FILED PURSUANT TO RULE 424 (OR ANY SIMILAR PROVISIONS
THEN IN FORCE) UNDER THE SECURITIES ACT; AND USE ITS COMMERCIALLY REASONABLE
EFFORTS TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT APPLICABLE TO IT
WITH RESPECT TO THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH REGISTRATION
STATEMENT UNTIL THE
3
Effectiveness Termination Date in accordance with the intended methods of
disposition by the sellers thereof set forth in such Registration Statement as
so amended or such Prospectus as so supplemented.
(B)
AS PROMPTLY AS PRACTICABLE GIVE NOTICE TO
THE HOLDERS (I) WHEN THE REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT
HAS BEEN DECLARED EFFECTIVE, (II) OF THE ISSUANCE BY THE SEC OR ANY OTHER
FEDERAL OR STATE GOVERNMENTAL AUTHORITY OF ANY STOP ORDER SUSPENDING THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT OR THE INITIATION OR THREATENING OF
ANY PROCEEDINGS FOR THAT PURPOSE, (III) OF THE RECEIPT BY THE COMPANY OF ANY
NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION OR EXEMPTION
FROM QUALIFICATION OF ANY OF THE REGISTRABLE SECURITIES FOR SALE IN ANY
JURISDICTION OR THE INITIATION OR THREATENING OF ANY