such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.
"Rule 424" means Rule 424 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.
"Selling Expenses" shall mean all underwriting discounts, selling commissions
and stock transfer taxes applicable to the sale of Registrable Securities and
fees and disbursements of counsel for any Holder (other than the fees and
disbursements of counsel included in the registration expenses set forth in
Section 4)
"Shares" means the Shares (as defined in the Purchase Agreement).
"Special Counsel" means Purchaser Counsel who will be reimbursed by the Company
pursuant to Section 4.
2.
REGISTRATION.
(A)
ON OR PRIOR TO EACH FILING DATE, THE COMPANY SHALL PREPARE AND
FILE WITH THE COMMISSION A REGISTRATION STATEMENT COVERING THE RESALE OF ALL
REGISTRABLE SECURITIES FOR AN OFFERING TO BE MADE ON A CONTINUOUS BASIS PURSUANT
TO RULE 415.
EACH REGISTRATION STATEMENT REQUIRED HEREUNDER SHALL BE ON FORM
S-3 (EXCEPT IF THE COMPANY IS NOT THEN ELIGIBLE TO REGISTER FOR RESALE THE
REGISTRABLE SECURITIES ON FORM S-3, IN WHICH CASE SUCH REGISTRATION SHALL BE ON
ANOTHER APPROPRIATE FORM IN ACCORDANCE HEREWITH).
EACH REGISTRATION STATEMENT
REQUIRED HEREUNDER SHALL CONTAIN (EXCEPT IF OTHERWISE DIRECTED BY THE HOLDERS)
THE "PLAN OF DISTRIBUTION" ATTACHED HERETO AS ANNEX A.
THE COMPANY SHALL CAUSE
SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE AND REMAIN EFFECTIVE AS PROVIDED
HEREIN. THE COMPANY SHALL USE ITS BEST EFFORTS TO CAUSE EACH REGISTRATION
STATEMENT TO BE DECLARED EFFECTIVE UNDER THE SECURITIES ACT AS PROMPTLY AS
POSSIBLE AFTER THE FILING THEREOF, BUT IN ANY EVENT PRIOR TO ITS EFFECTIVENESS
DATE, AND SHALL USE ITS BEST EFFORTS TO KEEP EACH REGISTRATION STATEMENT
CONTINUOUSLY EFFECTIVE UNDER THE SECURITIES ACT UNTIL THE DATE
2
WHICH IS TWO YEARS AFTER THE DATE THAT SUCH REGISTRATION STATEMENT IS DECLARED
EFFECTIVE BY THE COMMISSION OR SUCH EARLIER DATE WHEN ALL REGISTRABLE SECURITIES
COVERED BY SUCH REGISTRATION STATEMENT HAVE BEEN SOLD OR MAY BE SOLD WITHOUT
VOLUME RESTRICTIONS PURSUANT TO RULE 144(K) AS DETERMINED BY THE COUNSEL TO THE
COMPANY PURSUANT TO A WRITTEN OPINION LETTER TO SUCH EFFECT, ADDRESSED AND
ACCEPTABLE TO THE COMPANY'S TRANSFER AGENT AND THE AFFECTED HOLDERS (THE
"EFFECTIVENESS PERIOD").
(B)
IF: (A) A REGISTRATION STATEMENT IS NOT FILED ON OR PRIOR TO ITS
FILING DATE (IF THE COMPANY FILES A REGISTRATION STATEMENT WITHOUT AFFORDING THE
HOLDER THE OPPORTUNITY TO REVIEW AND COMMENT ON THE SAME AS REQUIRED BY SECTION
3(A), THE COMPANY SHALL NOT BE DEEMED TO HAVE SATISFIED THIS CLAUSE (A)), OR (B)
THE COMPANY FAILS TO FILE WITH THE COMMISSION A REQUEST FOR ACCELERATION IN
ACCORDANCE WITH RULE 461 PROMULGATED UNDER THE SECURITIES ACT, WITHIN FIVE
TRADING DAYS OF THE DATE THAT THE COMPANY IS NOTIFIED (ORALLY OR IN WRITING,
WHICHEVER IS EARLIER) BY