EFFECT ON ANY PROPOSAL OR PLAN BY THE CORPORATION OR ANY OF ITS SUBSIDIARIES TO
ACQUIRE FINANCING, ENGAGE IN ANY ACQUISITION OF ASSETS (OTHER THAN IN THE
ORDINARY COURSE OF BUSINESS), OR ENGAGE IN ANY MERGER, CONSOLIDATION, TENDER
OFFER, REORGANIZATION, OR SIMILAR TRANSACTION; PROVIDED THAT, IN SUCH EVENT, THE
HOLDERS OF INVESTOR REGISTRABLE SECURITIES INITIALLY REQUESTING SUCH DEMAND
REGISTRATION SHALL BE ENTITLED TO WITHDRAW SUCH REQUEST AND THE CORPORATION
SHALL PAY ALL REGISTRATION EXPENSES IN CONNECTION WITH SUCH REGISTRATION. THE
CORPORATION MAY DELAY A DEMAND REGISTRATION HEREUNDER ONLY ONCE IN ANY 12-MONTH
PERIOD.
(F)
SELECTION OF UNDERWRITERS. THE HOLDERS OF
A MAJORITY OF THE INVESTOR REGISTRABLE SECURITIES INCLUDED IN ANY DEMAND
REGISTRATION SHALL HAVE THE RIGHT TO SELECT THE INVESTMENT BANKER(S) AND
MANAGER(S) TO ADMINISTER THE OFFERING.
(G)
OTHER REGISTRATION RIGHTS. EXCEPT AS
PROVIDED IN THIS AGREEMENT, THE CORPORATION SHALL NOT GRANT TO ANY PERSONS THE
RIGHT TO REQUEST THE CORPORATION TO REGISTER ANY EQUITY SECURITIES OF THE
CORPORATION, OR ANY SECURITIES, OPTIONS, OR RIGHTS CONVERTIBLE OR EXCHANGEABLE
INTO OR EXERCISABLE FOR SUCH SECURITIES, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE HOLDERS OF A MAJORITY OF THE INVESTOR REGISTRABLE SECURITIES.
(H)
OBLIGATIONS OF HOLDERS OF REGISTRABLE
SECURITIES. SUBJECT TO THE CORPORATION'S OBLIGATIONS UNDER SECTION 11(E) HEREOF,
EACH HOLDER OF REGISTRABLE SECURITIES SHALL CEASE USING ANY PROSPECTUS AFTER
RECEIPT OF WRITTEN NOTICE FROM THE CORPORATION OF THE HAPPENING OF ANY EVENT AS
A RESULT OF WHICH SUCH PROSPECTUS CONTAINS AN UNTRUE STATEMENT OF A MATERIAL
FACT OR OMITS ANY FACT NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING
IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE OR IS OTHERWISE NOT
LEGALLY AVAILABLE TO SUPPORT SALES OF REGISTRABLE SECURITIES.
(I)
SUBSIDIARY PUBLIC OFFERING. IF, AFTER AN
INITIAL PUBLIC OFFERING OF THE EQUITY SECURITIES OF A SUBSIDIARY OF THE COMPANY,
THE COMPANY DISTRIBUTES SECURITIES OF SUCH SUBSIDIARY
10
TO MEMBERS OF THE COMPANY, THEN THE RIGHTS AND OBLIGATIONS OF THE CORPORATION
PURSUANT TO THIS AGREEMENT, AS CONTEMPLATED AFTER THE ORGANIZATION OF A
CORPORATION AND REORGANIZATION OR RECAPITALIZATION OF THE COMPANY INTO THE
CORPORATION AS PROVIDED IN SECTION 8(A) ABOVE (REGARDLESS WHETHER OR NOT SUCH
TRANSACTION IS ACTUALLY CONSUMMATED), SHALL APPLY, MUTATIS MUTANDIS, TO SUCH
SUBSIDIARY, AND THE COMPANY OR THE CORPORATION, AS APPLICABLE, SHALL CAUSE SUCH
SUBSIDIARY TO COMPLY WITH SUCH SUBSIDIARY'S OBLIGATIONS UNDER THIS AGREEMENT.
9.
PIGGYBACK REGISTRATIONS.
(A)
RIGHT TO PIGGYBACK. WHENEVER THE
CORPORATION PROPOSES TO REGISTER ANY OF ITS SECURITIES (INCLUDING ANY PROPOSED
REGISTRATION OF THE CORPORATION'S SECURITIES BY ANY THIRD PARTY) UNDER THE
SECURITIES ACT (OTHER THAN (I) PURSUANT TO A DEMAND REGISTRATION, TO WHICH
SECTION 8 IS APPLICABLE, (II) IN CONNECTION WITH AN INITIAL PUBLIC OFFERING OF
THE CORPORATION'S EQUITY SECURITIES IN WHICH THE OFFERING ONLY INCLUDES
SECURITIES TO BE SOLD FOR THE COMPANY'S ACCOUNT, OR (III) IN CONNECTION WITH
REGISTRATIONS ON FORM S-4, S-8 OR ANY SUCCESSOR OR SIMILAR FORMS) AND THE
REGISTRATION FORM TO BE USED MAY BE USED FOR THE REGISTRATION OF REGISTRABLE
SECURITIES (A "PIGGYBACK REGISTRATION"), THE CORPORATION SHALL GIVE PROMPT