in form satisfactory to the Company and the managing underwriters.
The Company may impose stop-transfer instructions with respect to the shares of
Registrable Common Stock (or other securities) subject to the foregoing
restriction until the end of said period. The foregoing restrictions shall not
apply to (i) the exercise of any warrants or stock options to purchase shares of
capital stock of the Company (provided that such limitation does not affect
limitations on any actions specified in the first sentence of this Section 5
with respect to the shares issuable upon such exercise), (ii) transfers to
Affiliates where the transferee agrees to be bound by the terms hereof, (iii)
the participation in the filing of a registration statement with the Securities
and Exchange Commission, including, without limitation, any S-3 Registration
hereunder, or (iv) the shares of Registrable Common Stock included in the
underwritten offering giving rise to the application of this Section 5.
Notwithstanding the foregoing, the holdback arrangement set forth in this
Section 5 shall not apply to sale shares of Common Stock that is registered on
Form S-8 or Form S-4.
6.
REGISTRATION PROCEDURES.
(A)
WHENEVER THE HOLDER REQUESTS THAT ANY REGISTRABLE COMMON STOCK BE
REGISTERED PURSUANT TO THIS AGREEMENT, THE COMPANY SHALL USE ITS REASONABLE BEST
EFFORTS TO EFFECT THE REGISTRATION AND THE SALE OF SUCH REGISTRABLE COMMON STOCK
IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION THEREOF, AND, PURSUANT
THERETO, THE COMPANY SHALL AS SOON AS REASONABLY PRACTICABLE USE ITS REASONABLE
BEST EFFORTS TO:
8
(I)
SUBJECT TO SECTION 2(A) AND SECTION 4, PREPARE AND FILE WITH THE
SEC A REGISTRATION STATEMENT WITH RESPECT TO SUCH REGISTRABLE COMMON STOCK AND
CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE AS SOON AS REASONABLY
PRACTICABLE THEREAFTER; AND BEFORE FILING A REGISTRATION STATEMENT OR PROSPECTUS
OR ANY AMENDMENTS OR SUPPLEMENTS THERETO, FURNISH TO THE HOLDER AND THE
UNDERWRITER OR UNDERWRITERS, IF ANY, COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE
FILED, INCLUDING DOCUMENTS INCORPORATED BY REFERENCE IN THE PROSPECTUS AND, IF
REQUESTED BY THE HOLDER, THE EXHIBITS INCORPORATED BY REFERENCE, AND THE HOLDER
SHALL HAVE THE OPPORTUNITY TO OBJECT TO ANY INFORMATION PERTAINING TO THE HOLDER
THAT IS CONTAINED THEREIN AND THE COMPANY WILL MAKE THE CORRECTIONS REASONABLY
REQUESTED BY THE HOLDER WITH RESPECT TO SUCH INFORMATION PRIOR TO FILING ANY
REGISTRATION STATEMENT OR AMENDMENT THERETO OR ANY PROSPECTUS OR ANY SUPPLEMENT
THERETO;
(II)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO
SUCH REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS
MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE FOR A PERIOD OF
NOT LESS THAN (A) 15 BUSINESS DAYS, IN THE CASE OF A DEMAND REGISTRATION, OR (B)
THE EARLIER OF 2 YEARS OR THE TERMINATION DATE IN THE CASE OF AN S-3
REGISTRATION, AND NO LONGER THAN IS NECESSARY TO COMPLETE THE DISTRIBUTION OF
THE COMMON STOCK COVERED BY SUCH REGISTRATION STATEMENT AND COMPLY WITH THE
PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL THE
COMMON STOCK