respect to which liquidated damages are
expressly provided shall be such liquidated damages.
Nothing shall preclude any
Holder from pursuing or obtaining specific performance or other equitable relief
with respect to this Agreement.
All of the Company's obligations set forth in this Section 2(e) that are
outstanding with respect to any Registrable Security at the time such security
ceases to be a Registrable Security shall survive until such time as all such
obligations with respect to such security have been satisfied in full
(notwithstanding termination of this Agreement pursuant to Section 9(k)).
The parties hereto agree that the liquidated damages provided for in this
Section 2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of the
Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.
SECTION 3.
REGISTRATION PROCEDURES.
IN CONNECTION WITH THE
REGISTRATION OBLIGATIONS OF THE COMPANY UNDER SECTION 2 HEREOF, DURING THE
EFFECTIVENESS PERIOD, THE COMPANY SHALL:
(A)
PREPARE AND FILE WITH THE SEC A REGISTRATION STATEMENT OR
REGISTRATION STATEMENTS ON ANY APPROPRIATE FORM UNDER THE SECURITIES ACT
AVAILABLE FOR THE SALE OF THE REGISTRABLE SECURITIES BY THE HOLDERS THEREOF IN
ACCORDANCE WITH THE INTENDED METHOD OR METHODS OF DISTRIBUTION THEREOF, AND USE
ITS REASONABLE BEST EFFORTS TO CAUSE EACH SUCH REGISTRATION STATEMENT TO BECOME
EFFECTIVE AND REMAIN EFFECTIVE AS PROVIDED HEREIN; PROVIDED THAT BEFORE FILING
ANY REGISTRATION STATEMENT OR PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS
THERETO WITH THE SEC (BUT EXCLUDING REPORTS FILED WITH THE SEC UNDER THE
EXCHANGE ACT), FURNISH TO THE INITIAL PURCHASERS AND THE SPECIAL COUNSEL OF SUCH
OFFERING, IF ANY, COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE FILED AT LEAST
THREE (3) BUSINESS DAYS PRIOR TO THE FILING OF SUCH REGISTRATION STATEMENT OR
AMENDMENT THERETO OR PROSPECTUS OR SUPPLEMENT THERETO.
9
(B)
SUBJECT TO SECTION 3(H), PREPARE AND FILE WITH THE SEC SUCH
AMENDMENTS AND POST-EFFECTIVE AMENDMENTS TO EACH REGISTRATION STATEMENT AS MAY
BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE FOR THE
APPLICABLE PERIOD SPECIFIED IN SECTION 2(A); 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 REASONABLE BEST 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 DURING THE
EFFECTIVENESS PERIOD 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.
(C)
AS PROMPTLY AS PRACTICABLE GIVE NOTICE TO THE NOTICE HOLDERS, THE
INITIAL PURCHASERS AND THE SPECIAL COUNSEL, (I) WHEN ANY PROSPECTUS, PROSPECTUS
SUPPLEMENT, REGISTRATION STATEMENT OR POST-EFFECTIVE AMENDMENT TO A REGISTRATION
STATEMENT HAS BEEN FILED WITH THE SEC AND, WITH RESPECT TO A REGISTRATION
STATEMENT OR ANY