CAN BE SOLD WITHOUT ADVERSELY AFFECTING
THE MARKETABILITY OF THE OFFERING (INCLUDING AN ADVERSE EFFECT ON THE PER SHARE
OFFERING PRICE), WHICH SECURITIES WILL BE SO INCLUDED IN THE FOLLOWING ORDER OF
PRIORITY: (I) FIRST, REGISTRABLE SECURITIES OF THE INVESTORS, (II) SECOND, ANY
SHARES OF COMMON SHARES TO BE SOLD BY THE COMPANY AND (III) THIRD, ANY SHARES OF
COMMON SHARES REQUESTED TO BE INCLUDED PURSUANT TO THE EXERCISE OF OTHER
CONTRACTUAL REGISTRATION RIGHTS GRANTED BY THE COMPANY PRO RATA AMONG SUCH
HOLDERS (IF APPLICABLE) ON THE BASIS OF THE AGGREGATE NUMBER OF SECURITIES
REQUESTED TO BE INCLUDED BY SUCH HOLDERS.
Section 4.4
NYSE Listing and Registration with the Commission.
Nothing in this Article IV shall require the Company to (i) maintain the listing
of its Common Shares on the NYSE or (ii) maintain the registration of its Common
Shares with the Commission, and the Company's obligations under this Article IV
shall be limited to the extent that the Company's Common Shares are not listed
on the NYSE or registered with the Commission.
Section 4.5
Registration Procedures. Subject to Section 4.3(b),
whenever the holders of Registrable Securities have requested that any
Registrable Securities be registered pursuant to
12
Sections 4.1, 4.2 or 4.3 of this Agreement, the Company will use its reasonable
best efforts to effect the registration and sale of such Registrable Securities
as soon as reasonably practicable in accordance with the intended method of
disposition thereof, and pursuant thereto the Company shall use its reasonable
best efforts to as expeditiously as reasonably practicable:
(A)
WITH RESPECT TO A DEMAND REGISTRATION OR A PIGGYBACK
REGISTRATION, PREPARE AND FILE WITH THE COMMISSION A REGISTRATION STATEMENT WITH
RESPECT TO SUCH REGISTRABLE SECURITIES (WHICH, FOR THE AVOIDANCE OF DOUBT, MAY
BE A SHELF REGISTRATION) AND USE ITS REASONABLE BEST EFFORTS TO CAUSE SUCH
REGISTRATION STATEMENT TO BECOME EFFECTIVE, OR PREPARE AND FILE WITH THE
COMMISSION A PROSPECTUS SUPPLEMENT WITH RESPECT TO SUCH REGISTRABLE SECURITIES
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT;
(B)
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND
SUPPLEMENTS TO THE APPLICABLE REGISTRATION STATEMENT AND THE PROSPECTUS OR
PROSPECTUS SUPPLEMENT USED IN CONNECTION WITH SUCH REGISTRATION STATEMENT AS MAY
BE NECESSARY TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO
THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH REGISTRATION STATEMENT;
(C)
FURNISH TO THE HOLDERS OF REGISTRABLE SECURITIES SUCH NUMBER
OF COPIES OF THE APPLICABLE REGISTRATION STATEMENT AND EACH SUCH AMENDMENT AND
SUPPLEMENT THERETO (INCLUDING IN EACH CASE ALL EXHIBITS) AND OF A PROSPECTUS,
INCLUDING A PRELIMINARY PROSPECTUS, IN CONFORMITY WITH THE REQUIREMENTS OF THE
SECURITIES ACT, AND SUCH OTHER DOCUMENTS AS THEY MAY REASONABLY REQUEST IN ORDER
TO FACILITATE THE DISPOSITION OF REGISTRABLE SECURITIES OWNED BY THEM;
(D)
USE ITS REASONABLE BEST EFFORTS TO REGISTER AND QUALIFY THE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES,
"BLUE SKY" OR OTHER LAWS OF SUCH JURISDICTIONS AS SHALL BE REASONABLY REQUESTED
BY THE HOLDERS OF REGISTRABLE SECURITIES, TO KEEP SUCH REGISTRATION OR
QUALIFICATION IN EFFECT