THE
COMMON STOCK PURSUANT TO THIS AGREEMENT (SUCH SHARES OF THE COMMON STOCK, FOR
PURPOSES OF THIS SECTION 5.5 AND SECTION 5.6 ONLY, ARE COLLECTIVELY REFERRED TO
AS THE "REGISTRABLE SHARES") BUYER SHALL DETERMINE TO REGISTER ANY OF ITS COMMON
STOCK UNDER THE SECURITIES ACT OTHER THAN PURSUANT TO (1) A REGISTRATION
RELATING SOLELY TO THE SALE OF SECURITIES TO PARTICIPANTS IN A BUYER EMPLOYEE
BENEFITS PLAN, (2) A REGISTRATION RELATING TO SECURITIES ISSUED IN CONNECTION
WITH AN ACQUISITION BY BUYER, OR (3) A REGISTRATION IN WHICH THE ONLY COMMON
STOCK BEING REGISTERED IS COMMON STOCK ISSUABLE UPON CONVERSION OF DEBT
SECURITIES WHICH ARE ALSO BEING REGISTERED, IT SHALL SEND TO SELLER (OR SELLER'S
APPOINTED REPRESENTATIVE, AS THE CASE MAY BE) WRITTEN NOTICE OF SUCH
DETERMINATION AND, IF WITHIN TWENTY (20) DAYS AFTER RECEIPT OF SUCH NOTICE,
SELLER SHALL SO REQUEST IN WRITING, BUYER SHALL USE ITS COMMERCIALLY REASONABLE
BEST EFFORTS TO INCLUDE IN SUCH REGISTRATION ALL OR ANY PART OF THE REGISTRABLE
SHARES THAT SELLER REQUESTS TO BE REGISTERED, PROVIDED, HOWEVER, THAT IF SUCH
REGISTRATION INVOLVES AN UNDERWRITTEN PUBLIC OFFERING AND THE MANAGING
UNDERWRITER REASONABLY DETERMINES THAT MARKETING FACTORS REQUIRE A LIMITATION ON
THE NUMBER OF SHARES THAT MAY BE INCLUDED IN THE REGISTRATION, THE NUMBER OF
SHARES TO BE INCLUDED IN SUCH REGISTRATION SHALL BE REDUCED AS FOLLOWS:
(I)
FIRST, THE COMMON STOCK HELD BY OFFICERS AND DIRECTORS OF BUYER SHALL BE RATABLY
EXCLUDED TO THE EXTENT REQUIRED BY SUCH LIMITATION,
(II) SECOND, THE
REGISTRABLE SHARES REQUESTED TO BE REGISTERED BY SELLER
AND ALL OTHER SELLING STOCKHOLDERS WHO ACQUIRED REGISTRATION RIGHTS AFTER THE
DATE OF THIS AGREEMENT SHALL BE RATABLY EXCLUDED TO THE EXTENT REQUIRED BY SUCH
LIMITATION, AND (III) THIRD, THE COMMON STOCK REQUESTED TO BE REGISTERED BY
SELLING STOCKHOLDERS WITH REGISTRATION RIGHTS OTHER THAN UNDER THIS AGREEMENT
AND GRANTED BEFORE THE DATE HEREOF SHALL BE EXCLUDED TO THE EXTENT REQUIRED BY
SUCH LIMITATION.
IF SELLER DISAPPROVES OF THE TERMS OF SUCH UNDERWRITING, HE
MAY ELECT TO WITHDRAW THEREFROM BY WRITTEN NOTICE TO BUYER AND THE UNDERWRITER.
(B)
SELLER INFORMATION.
SELLER COVENANTS AND AGREES THAT IT SHALL
PROVIDE TO BUYER ON A TIMELY BASIS SUCH CONSENTS, REPRESENTATIONS AND
INFORMATION AS MAY REASONABLY BE REQUIRED BY BUYER IN CONNECTION WITH THE
PREPARATION AND FILING OF A REGISTRATION STATEMENT OR RELATED PROSPECTUS OR ANY
AMENDMENT OR SUPPLEMENT THERETO.
(C)
EXPENSES.
BUYER SHALL PAY ALL EXPENSES OF REGISTRATION OF ANY
SHARES OF THE COMMON STOCK PURSUANT TO SECTION 5.5(A), EXCEPT BROKERAGE
COMMISSIONS, LEGAL FEES AND EXPENSES, AND SUCH OTHER FEES AND EXPENSES AS MAY BE
INCURRED BY SELLER, WHICH COMMISSIONS AND EXPENSES SHALL BE PAID BY THE SELLER.
(D)
NOTIFICATION.
BUYER WILL PROMPTLY NOTIFY SELLER UPON THE
OCCURRENCE OF ANY OF THE FOLLOWING EVENTS IN RESPECT OF A REGISTRATION STATEMENT
OR RELATED PROSPECTUS: (I) RECEIPT OF ANY REQUEST FOR ADDITIONAL INFORMATION BY
THE SEC OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL AUTHORITY DURING THE PERIOD
OF EFFECTIVENESS OF THE REGISTRATION STATEMENT OR AMENDMENTS OR SUPPLEMENTS TO
THE REGISTRATION STATEMENT