SUBSTANTIALLY THE SAME
INFORMATION AS WOULD BE REQUIRED TO BE INCLUDED IN A REGISTRATION STATEMENT ON
SUCH FORM AS CURRENTLY CONSTITUTED), UNLESS THE USE OF A DIFFERENT FORM HAS BEEN
AGREED TO IN WRITING BY THE PRINCIPAL PARTICIPATING HOLDERS; PROVIDED THAT IF
ANY REGISTRATION REQUESTED PURSUANT TO THIS SECTION 6.1 IS PROPOSED TO BE
EFFECTED ON FORM S-3 (OR ANY SUCCESSOR OR SIMILAR SHORT-FORM REGISTRATION
STATEMENT) AND IS IN CONNECTION WITH AN UNDERWRITTEN OFFERING, AND IF THE
MANAGING UNDERWRITER SHALL ADVISE THE COMPANY IN WRITING THAT, IN ITS OPINION,
IT IS OF MATERIAL IMPORTANCE TO THE SUCCESS OF SUCH PROPOSED OFFERING TO INCLUDE
IN SUCH REGISTRATION STATEMENT INFORMATION NOT REQUIRED TO BE INCLUDED PURSUANT
TO SUCH FORM, THEN THE COMPANY WILL SUPPLEMENT SUCH REGISTRATION STATEMENT AS
REASONABLY REQUESTED BY SUCH MANAGING UNDERWRITER.
6.1.3.
PAYMENT OF EXPENSES.
THE COMPANY SHALL PAY ALL REGISTRATION EXPENSES IN
CONNECTION WITH REGISTRATIONS OF REGISTRABLE SECURITIES PURSUANT TO THIS SECTION
6.1, INCLUDING ALL REASONABLE EXPENSES (OTHER THAN FEES AND DISBURSEMENTS OF
COUNSEL THAT DO NOT CONSTITUTE REGISTRATION EXPENSES) THAT ANY HOLDER INCURS IN
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CONNECTION WITH EACH REGISTRATION OF REGISTRABLE SECURITIES REQUESTED PURSUANT
TO THIS SECTION 6.1.
6.1.4.
ADDITIONAL PROCEDURES.
IN THE CASE OF A REGISTRATION PURSUANT TO
SECTION 6.1 HEREOF, WHENEVER THE PRINCIPAL PARTICIPATING HOLDERS SHALL REQUEST
THAT SUCH REGISTRATION SHALL BE EFFECTED PURSUANT TO AN UNDERWRITTEN OFFERING,
THE COMPANY SHALL INCLUDE SUCH INFORMATION IN THE WRITTEN NOTICES TO HOLDERS
REFERRED TO IN SECTION 6.2.
IN SUCH EVENT, THE RIGHT OF ANY HOLDER TO HAVE
SECURITIES OWNED BY SUCH HOLDER INCLUDED IN SUCH REGISTRATION PURSUANT TO
SECTION 6.1 SHALL BE CONDITIONED UPON SUCH HOLDER'S PARTICIPATION IN SUCH
UNDERWRITING AND THE INCLUSION OF SUCH HOLDER'S REGISTRABLE SECURITIES IN THE
UNDERWRITING (UNLESS OTHERWISE MUTUALLY AGREED UPON BY THE PRINCIPAL
PARTICIPATING HOLDERS AND SUCH HOLDER).
IF REQUESTED BY THE PRINCIPAL
PARTICIPATING HOLDERS, THE COMPANY TOGETHER WITH THE HOLDERS PROPOSING TO
DISTRIBUTE THEIR SECURITIES THROUGH THE UNDERWRITING WILL ENTER INTO AN
UNDERWRITING AGREEMENT WITH THE UNDERWRITERS FOR SUCH OFFERING CONTAINING SUCH
REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND SUCH HOLDERS AND SUCH OTHER
TERMS AND PROVISIONS AS ARE CUSTOMARILY CONTAINED IN UNDERWRITING AGREEMENTS
WITH RESPECT TO SECONDARY DISTRIBUTIONS, INCLUDING CUSTOMARY INDEMNITY AND
CONTRIBUTION PROVISIONS (SUBJECT, IN EACH CASE, TO THE LIMITATIONS ON SUCH
LIABILITIES SET FORTH IN THIS AGREEMENT).
6.1.5.
SUSPENSION OF REGISTRATION.
IF THE FILING, INITIAL EFFECTIVENESS OR
CONTINUED USE OF A REGISTRATION STATEMENT, INCLUDING A SHELF REGISTRATION
STATEMENT PURSUANT TO RULE 415 UNDER THE SECURITIES ACT, IN RESPECT OF A
REGISTRATION PURSUANT TO THIS SECTION 6.1 AT ANY TIME WOULD REQUIRE THE COMPANY
TO MAKE A PUBLIC DISCLOSURE OF MATERIAL NON-PUBLIC INFORMATION, WHICH DISCLOSURE
IN THE GOOD FAITH JUDGMENT OF THE BOARD (AFTER CONSULTATION WITH EXTERNAL LEGAL
COUNSEL) (I) WOULD BE REQUIRED TO BE MADE IN ANY REGISTRATION STATEMENT SO THAT
SUCH REGISTRATION STATEMENT WOULD NOT BE MATERIALLY MISLEADING, (II) WOULD NOT
BE REQUIRED TO BE MADE AT SUCH TIME BUT FOR THE FILING, EFFECTIVENESS OR
CONTINUED USE OF SUCH REGISTRATION STATEMENT AND (III) WOULD HAVE