SUCH
DATE, OF THE COUNSEL REPRESENTING THE COMPANY FOR THE PURPOSES OF SUCH
REGISTRATION, IN FORM AND SUBSTANCE AS IS CUSTOMARILY GIVEN TO UNDERWRITERS IN
AN UNDERWRITTEN PUBLIC OFFERING, ADDRESSED TO THE UNDERWRITERS, IF ANY, AND (II)
A LETTER, DATED AS OF SUCH DATE, FROM THE INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS OF THE COMPANY, IN FORM AND SUBSTANCE AS IS CUSTOMARILY GIVEN BY
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO UNDERWRITERS IN AN UNDERWRITTEN
PUBLIC OFFERING ADDRESSED TO THE UNDERWRITERS.
2.6.
TERMINATION OF REGISTRATION RIGHTS.
ALL REGISTRATION RIGHTS
GRANTED UNDER THIS ARTICLE 2 SHALL TERMINATE AND BE OF NO FURTHER FORCE AND
EFFECT TWO (2) YEARS AFTER THE DATE OF HEREOF OR, AS TO ANY HOLDER, SUCH EARLIER
TIME AT WHICH ALL REGISTRABLE SECURITIES HELD BY SUCH HOLDER (AND ANY AFFILIATE
OF THE HOLDER WITH WHOM SUCH HOLDER MUST AGGREGATE ITS SALES UNDER RULE 144) CAN
BE SOLD IN ANY NINETY (90) DAY PERIOD WITHOUT REGISTRATION IN COMPLIANCE WITH
RULE 144.
2.7.
DELAY OF REGISTRATION; FURNISHING INFORMATION.
(A)
NO HOLDER SHALL HAVE ANY RIGHT TO OBTAIN OR SEEK AN INJUNCTION
RESTRAINING OR OTHERWISE DELAYING ANY SUCH REGISTRATION AS THE RESULT OF ANY
CONTROVERSY THAT MIGHT ARISE WITH RESPECT TO THE INTERPRETATION OR
IMPLEMENTATION OF THIS ARTICLE 2.
(B)
IT SHALL BE A CONDITION PRECEDENT TO THE OBLIGATIONS OF THE
COMPANY TO TAKE ANY ACTION PURSUANT TO SECTIONS 2.2 OR 2.3 THAT THE SELLING
HOLDERS SHALL FURNISH TO THE COMPANY SUCH INFORMATION REGARDING THEMSELVES, THE
REGISTRABLE SECURITIES HELD BY THEM AND THE INTENDED METHOD OF DISPOSITION OF
SUCH SECURITIES AS SHALL BE REQUIRED TO EFFECT THE REGISTRATION OF THEIR
REGISTRABLE SECURITIES.
(C)
THE COMPANY SHALL HAVE NO OBLIGATION WITH RESPECT TO ANY
REGISTRATION REQUESTED PURSUANT TO SECTION 2.2 IF, DUE TO THE OPERATION OF
SUBSECTION 2.2(B), THE NUMBER OF SHARES OR THE ANTICIPATED AGGREGATE OFFERING
PRICE OF THE REGISTRABLE SECURITIES TO BE INCLUDED IN THE REGISTRATION DOES NOT
EQUAL OR EXCEED THE NUMBER OF SHARES OR THE ANTICIPATED AGGREGATE OFFERING PRICE
REQUIRED TO ORIGINALLY TRIGGER THE COMPANY'S OBLIGATION TO INITIATE SUCH
REGISTRATION AS SPECIFIED IN SECTION 2.2.
2.8.
INDEMNIFICATION.
IN THE EVENT ANY REGISTRABLE SECURITIES ARE
INCLUDED IN A REGISTRATION STATEMENT UNDER SECTIONS 2.2 OR 2.3:
(A)
TO THE EXTENT PERMITTED BY LAW, THE COMPANY WILL INDEMNIFY AND
HOLD HARMLESS EACH HOLDER, THE PARTNERS, MEMBERS, OFFICERS AND DIRECTORS OF EACH
HOLDER, ANY UNDERWRITER (AS DEFINED IN THE SECURITIES ACT) FOR SUCH HOLDER AND
EACH PERSON, IF ANY, WHO CONTROLS SUCH HOLDER OR UNDERWRITER WITHIN THE MEANING
OF THE SECURITIES ACT OR THE EXCHANGE ACT, AGAINST ANY LOSSES, CLAIMS, DAMAGES,
OR LIABILITIES (JOINT OR SEVERAL) TO WHICH THEY MAY BECOME SUBJECT UNDER THE
SECURITIES ACT, THE EXCHANGE ACT OR OTHER FEDERAL OR STATE LAW, INSOFAR AS SUCH
LOSSES, CLAIMS, DAMAGES OR LIABILITIES (OR ACTIONS IN RESPECT THEREOF) ARISE OUT
OF OR ARE
8
BASED UPON ANY OF THE FOLLOWING STATEMENTS, OMISSIONS OR VIOLATIONS
(COLLECTIVELY A "VIOLATION") BY THE COMPANY: (I) ANY UNTRUE STATEMENT OR ALLEGED
UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN SUCH