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Exhibit 4.2
Execution Copy
AMENDED AND RESTATED REGISTRATION AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION AGREEMENT (this
"Agreement"), is
made as of the 12th day of July, 2000, by and among COMPDENT
CORPORATION, a
Delaware corporation (the "Company") certain original stockholders
of the
Company (collectively the "Original Stockholders") listed on
Schedule I hereto,
and certain new stockholders of the Company (collectively the
"New
Stockholders," together with the Original Stockholders, the
"Stockholders," each
a "Stockholder") listed on Schedule II hereto.
WHEREAS, the New Stockholders are on the date hereof acquiring,
an
aggregate of 40,170.85 shares of the Series B Convertible Preferred
Stock, $0.01
par value per share, of the Company (the "Series B Preferred
Stock") and
3,503,170 shares of the common stock, $0.01 par value per share, of
the Company
(the "Common Stock") from the Company pursuant to the terms of a
Stock Purchase
Agreement dated the date hereof by and among the Company, the New
Stockholders
and certain of the Original Stockholders (the "Stock Purchase
Agreement").
WHEREAS, in connection with the Stock Purchase, the Original
Stockholders
and the New Stockholders desire to amend and restate in its
entirety that
certain Registration Rights Agreement, dated as of June 17, 1999 by
and among
the Company, as successor to TAGTCR Acquisition, Inc., a Delaware
corporation
("TAGTCR"), and the Original Stockholders in order to agree upon
the terms upon
which their investment in the capital stock of the Company will be
held,
transferred and voted.
WHEREAS, the Company and the Stockholders desire to enter into
this
Agreement for the purposes, among others, of establishing the
manner and terms
by which the Stockholder Shares may be registered.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein
and other good and valuable consideration, the receipt and
sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby agree
as follows:
1. Demand Registrations.
(a) Requests for Registration. At any time, upon the affirmative
vote
of the Required Investor Groups, the holders of at least a majority
of the Group
A Registrable Securities, the holders of at least a majority of the
Group B
Registrable Securities and the holders of at least a majority of
the Group C
Registrable Securities, acting together, may jointly request
registration under
the Securities Act of all or part of their Registrable Securities
on Form S-1 or
any similar long-form registration ("Long-Form Registrations") or,
if available,
on Form S-2 or S-3 or any similar short-form registration
("Short-Form
Registrations"). In addition, after such time as the Company has
completed its
initial public offering of its Common Stock under the Securities
Act, the
holders of at least a majority of the Group A Registrable
Securities or the
holders of at least a majority of the Group B Registrable
Securities or the
holders of at least a majority of the Group C Registrable
Securities or the
holders of at least a majority of the Group D Registrable
Securities or
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the holders of at least a majority of the Group E Registrable
Securities may
jointly or individually request registration under the Securities
Act of all or
part of their Registrable Securities in a Long Form Registration
or, if
available, in a Short Form Registration. All registrations
requested pursuant to
this Section 1(a) are referred to herein as "Demand Registrations."
Each request
for a Demand Registration shall specify the approximate number of
Group A
Registrable Securities, Group B Registrable Securities, Group C
Registrable
Securities, Group D Registrable Securities and Group E Registrable
Securities
(as applicable) requested to be registered and the anticipated per
share price
range for such offering. Within ten days after receipt of any such
request, the
Company shall give written notice of such requested registration to
all other
holders of Registrable Securities and, subject to Section 1(d)
below, will
include in such registration all Registrable Securities with
respect to which
the Company has received written requests for inclusion therein
within 15 days
after the receipt of the Company's notice.
(b) Long-Form Registrations. Subject to Section 1(a) above, the
holders of a majority of the Group A Registrable Securities, the
holders of a
majority of the Group B Registrable Securities and the holders of a
majority of
the Group C Registrable Securities shall each be entitled to
request unlimited
Long-Form Registrations in which the Company will pay all
Registration Expenses
(as defined below in Section 5). Subject to Section 1(a) above, the
holders of a
majority of the Group D Registrable Securities and the holders of a
majority or
the Group E Registrable Securities shall each be entitled to
request up to two
Long-Form Registrations. The Company will pay all the Registration
Expenses in
connection with such Long-Form Registrations. All Long-Form
Registrations shall
be underwritten registrations.
(c) Short-Form Registrations. In addition to the Long-Form
Registrations provided pursuant to Section 1(b), the holders of a
majority of
the Group A Registrable Securities, the holders of a majority of
the Group B
Registrable Securities, the holders of a majority of the Group C
Registrable
Securities, the holders of a majority of the Group D Registrable
Securities and
the holders of a majority of the Group E Registrable Securities
shall each be
entitled to request an unlimited number of Short-Form Registrations
in which the
Company will pay all Registration Expenses. Demand Registrations
will be
Short-Form Registrations whenever the Company is permitted to use
any applicable
short form. After the Company has become subject to the reporting
requirements
of the Securities Exchange Act of 1934, as amended, the Company
shall use its
best efforts to make Short-Form Registrations on Form S-3 available
for the sale
of Registrable Securities. All Short-Form Registrations shall be
underwritten
registrations, unless otherwise agreed to by the Company.
(d) Priority on Demand Registrations. The Company will not include
in
any Demand Registration any securities which are not Registrable
Securities
without the prior written consent of the holders of a majority of
the
Registrable Securities included in such registration. If a Demand
Registration
is an underwritten offering and the managing underwriters advise
the Company in
writing that in their opinion the number of Registrable Securities
and, if
permitted hereunder, other securities requested to be included in
such offering
exceeds the number of Registrable Securities and other securities,
if any, which
can be sold therein without adversely
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affecting the marketability of the offering, the Company will
include in such
registration (i) first, the number of Registrable Securities
requested to be
included in such registration which in the opinion of such
underwriters can be
sold without adverse effect, pro rata among the respective holders
thereof on
the basis of the number of Registrable Securities owned by each
such holder and
(ii) second, other securities requested to be included in such
Demand
Registration, pro rata among the holders of such securities on the
basis of the
number of such securities owned by each such holder.
(e) Restrictions on Demand Registrations. The Company will not
be
obligated to effect any Demand Registration within six months after
the
effective date of a previous Demand Registration. The Company may
postpone for
up to six months (from the date of the request) the filing or the
effectiveness
of a registration statement for a Demand Registration if the
Company's board of
directors reasonably and in good faith believes that such Demand
Registration
would reasonably be expected to have a material adverse effect on
any proposal
or plan by the Company or any of its Subsidiaries to engage in any
acquisition
of assets (other than in the ordinary course of business) or any
stock purchase,
merger, consolidation, tender offer or similar transaction;
provided, however,
that in such event, the holders of Registrable Securities initially
requesting
such Demand Registration will be entitled to withdraw such request
and, if such
request is withdrawn, such Demand Registration shall be treated as
if it had
never been made in the first instance, and the Company will pay all
Registration
Expenses in connection with such registration. The Company may
delay a Demand
Registration hereunder only once in any 12-month period.
(f) Selection of Underwriters. The holders of a majority of the
Registrable Securities included in any Demand Registration shall
have the right
to select the investment banker(s) and manager(s) to administer the
offering,
subject to the Company's approval which will not be unreasonably
withheld or
delayed.
(g) Other Registration Rights. Except as provided in this
Agreement,
the Company will not grant to any Persons the right to request that
the Company
register any equity securities of the Company, or any securities
convertible
into or exchangeable or exercisable for any such securities,
without the prior
written consent of the Required Investor Groups; provided, however
that the
Company will not grant any rights to register any equity securities
of the
Company, or any securities convertible into or exchangeable or
exercisable for
any such securities, which are senior to the rights held by the
TCW/Crescent
Investors without the prior written consent of the TCW/Crescent
Investors.
2. Piggyback Registrations.
(a) Right to Piggyback. Whenever the Company proposes to register
any
of its equity securities under the Securities Act (other than
pursuant to a
Demand Registration (which is addressed in Section 1 above rather
than this
Section 2) or a registration on Form S-4 or 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"), whether or not
for sale for
its own account, the Company will give prompt written notice to all
holders of
Registrable Securities of its intention to
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effect such a registration and, subject to Sections 2(c) and 2(d)
below, will
include in such registration all Registrable Securities with
respect to which
the Company has received written requests for inclusion therein
within 15 days
after the receipt of the Company's notice; provided that with
respect to any
Piggyback Registration, the Required Investor Groups, shall have
the right to
exclude all (but not less than all) of the Registrable Securities
from such
Piggyback Registration.
(b) Piggyback Expenses. In all Piggyback Registrations, the
Registration Expenses of the holders of Registrable Securities will
be paid by
the Company.
(c) Priority on Primary Registrations. If a Piggyback Registration
is
an underwritten primary registration on behalf of the Company, and
the managing
underwriters advise the Company in writing (with a copy to each
party hereto
requesting registration of Registrable Securities) that in their
opinion the
number of securities requested to be included in such registration
exceeds the
number which can be sold in such offering without adversely
affecting the
marketability of such offering, the Company will include in such
registration
(i) first, the securities the Company proposes to sell, (ii)
second, the
Registrable Securities requested to be included in such
registration, pro rata
among the holders thereof on the basis of the number of Registrable
Securities
owned by each such holder, and (iii) third, other securities
requested to be
included in such registration pro rata among the holders of such
securities on
the basis of the number of such other securities owned by each such
holder.
(d) Priority on Secondary Registrations. If a Piggyback
Registration
is an underwritten secondary registration on behalf of holders of
the Company's
securities (it being understood that secondary registrations on
behalf of
holders of Registrable Securities are addressed in Section 1 above
rather than
in this Section 2(d)), and the managing underwriters advise the
Company in
writing that in their opinion the number of securities requested to
be included
in such registration exceeds the number which can be sold in such
offering
without adversely affecting the marketability of the offering, the
Company will
include in such registration (i) first, the securities requested to
be included
therein by the holders requesting such registration, (ii) second,
the
Registrable Securities requested to be included in such
registration, pro rata
among the holders of such Registrable Securities on the basis of
the number of
Registrable Securities owned by each such requesting holder, and
(iii) third,
other securities requested to be included in such registration pro
rata among
the holders of such other securities on the basis of the number of
such
securities owned by each such holder.
(e) Selection of Underwriters. If any Piggyback Registration is
an
underwritten offering, the selection of the investment banker(s)
and manager(s)
for the offering must be approved by the holders of a majority of
the
Registrable Securities included in such Piggyback Registration,
which approval
shall not be unreasonably withheld.
(f) Withdrawal by Company. If, at any time after giving notice of
its
intention to register any of its securities as set forth in Section
2(a) and
before the effective date of such registration statement filed in
connection
with such registration, the Company shall determine, for
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any reason, not to register such securities, the Company may, at
its sole
discretion, give written notice of such determination to each
holder of
Registrable Securities and thereupon shall be relieved of its
obligation to
register any Registrable Securities in connection with such
registration (but
not from its obligation to pay the Registration Expenses in
connection therewith
as provided herein).
(g) Other Registrations. If the Company has previously filed a
registration statement with respect to Registrable Securities
pursuant to
Section 1 or pursuant to this Section 2, and if such previous
registration has
not been withdrawn or abandoned, the Company will not file or cause
to be
effected any other registration of any of its equity securities or
securities
convertible or exchangeable into or exercisable for its equity
securities under
the Securities Act (except on Form S-4 or S-8 or any successor
form), whether on
its own behalf or at the request of any holder or holders of such
securities,
until a period of at least six months has elapsed from the
effective date of
such previous registration.
3. Holdback Agreements.
(a) Each holder of Registrable Securities agrees not to effect
any
public sale or distribution (including sales pursuant to Rule 144)
of equity
securities of the Company, or any securities, options or rights
convertible into
or exchangeable or exercisable for such securities, during the
seven days prior
to and the 180-day period beginning on the effective date of any
underwritten
public offering of the Company's equity securities (including
Demand and
Piggyback Registrations) (except as part of such underwritten
registration),
unless the underwriters managing the registered public offering
otherwise agree.
(b) The Company agrees (i) not to effect any public sale or
distribution of its equity securities, or any securities
convertible into or
exchangeable or exercisable for such securities, during the seven
days prior to
and during the 180-day period beginning on the effective date of
any
underwritten public offering of the Company's equity securities
(including
Demand and Piggyback Registrations) (except as part of such
underwritten
registration or pursuant to registrations on Form S-4 or S-8 or any
successor
form), unless the underwriters managing the registered public
offering otherwise
agree and (ii) to cause each holder of its Common Stock, or any
securities
convertible into or exchangeable or exercisable for Common Stock,
purchased or
otherwise acquired from the Company at any time after the date of
this Agreement
(other than in a registered public offering) to agree not to effect
any public
sale or distribution (including sales pursuant to Rule 144) of any
such
securities during any such period (except as part of such
underwritten
registration, if otherwise permitted), unless the underwriters
managing the
registered public offering otherwise agree.
4. Registration Procedures. Whenever the holders of Registrable
Securities
have requested that any Registrable Securities be registered
pursuant to this
Agreement, the Company will use its best efforts to effect the
registration and
the sale of such Registrable Securities in accordance with the
intended method
of disposition thereof and pursuant thereto the Company will as
expeditiously as
possible:
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(a) prepare and (within 60 days after the end of the period
within
which requests for registration may be given to the Company) file
with the
Securities and Exchange Commission a registration statement with
respect to such
Registrable Securities and thereafter use its best efforts to cause
such
registration statement to become effective (provided that before
filing a
registration statement or prospectus or any amendments or
supplements thereto,
the Company will furnish to the counsel selected by the holders of
a majority of
the Registrable Securities covered by such registration statement
copies of all
such documents proposed to be filed, which documents will be
subject to review
of such counsel);
(b) prepare and file with the Securities and Exchange Commission
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 either (i) not less than six
months (subject
to extension pursuant to Section 7(b)) or, if such registration
statement
relates to an underwritten offering, such longer period as in the
opinion of
counsel for the underwriters a prospectus is required by law to be
delivered in
connection with sales of Registrable Securities by an underwriter
or dealer, or
(ii) such shorter period as will terminate when all of the
securities covered by
such registration statement during such period have been disposed
of in
accordance with the intended methods of disposition by the seller
or sellers
thereof set forth in such registration statement (but in any event
not before
the expiration of any longer period required under the Securities
Act), and to
comply with the provisions of the Securities Act with respect to
the disposition
of all securities covered by such registration statement until such
time as all
of such securities have been disposed of in accordance with the
intended methods
of disposition by the seller or sellers thereof set forth in such
registration
statement;
(c) furnish to each seller of Registrable Securities such number
of
copies of such registration statement, each amendment and
supplement thereto,
the prospectus included in such registration statement (including
each
preliminary prospectus), and such other documents as such seller
may reasonably
request in order to facilitate the disposition of the Registrable
Securities
owned by such seller;
(d) use its best efforts to register or qualify such
Registrable
Securities under such other securities or blue sky laws of such
jurisdictions as
any seller reasonably requests and do any and all other acts and
things which
may be reasonably necessary or advisable to enable such seller to
consummate the
disposition in such jurisdictions of the Registrable Securities
owned by such
seller (provided that the Company will not be required to (i)
qualify generally
to do business in any jurisdiction where it would not otherwise be
required to
qualify but for this subsection or (ii) subject itself to taxation
in any such
jurisdiction;
(e) notify each seller of such Registrable Securities, at any
time
when a prospectus relating thereto is required to be delivered
under the
Securities Act, upon discovery that, or upon the discovery of the
happening of
any event as a result of which, the prospectus included in such
registration
statement contains an untrue statement of a material fact or omits
any fact
necessary to make the statements therein not misleading in the
light of the
circumstances under
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which they were made, and, at the request of any such seller, the
Company will
prepare and furnish to such seller a reasonable number of copies of
a supplement
or amendment to such prospectus so that, as thereafter delivered to
the
purchasers of such Registrable Securities, such prospectus will not
contain an
untrue statement of a material fact or omit to state any fact
necessary to make
the statements therein not misleading in the light of the
circumstances under
which they were made;
(f) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the
Company are then
listed and, if not so listed, to be listed on a securities exchange
or the
National Association of Securities Dealers (the "NASD") automated
quotation
system and, if listed on the NASD automated quotation system, use
its best
efforts to secure designation of all such Registrable Securities
covered by such
registration statement as a "national market system security" of
The Nasdaq
Stock Market within the meaning of Rule 11Aa2-1 of the Securities
and Exchange
Commission or, failing that, to secure The Nasdaq Stock Market's
authorization
for such Registrable Securities and, without limiting the
generality of the
foregoing, to arrange for at least two market makers to register as
such with
respect to such Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such
Registrable
Securities not later than the effective date of such registration
statement;
(h) enter into such customary agreements (including
underwriting
agreements in customary form) and take all such other actions as
the holders of
a majority of the Registrable Securities being sold or the
underwriters, if any,
reasonably request in order to expedite or facilitate the
disposition of such
Registrable Securities (including, without limitation, effecting a
stock split,
combination of shares, recapitalization or reorganization);
(i) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition
pursuant to such
registration statement and any attorney, accountant or other agent
retained by
any such seller or underwriter, all financial and other records,
pertinent
corporate and business documents and properties of the Company, and
cause the
Company's officers, directors, employees, agents, representatives,
and
independent accountants to supply all information reasonably
requested by any
such seller, underwriter, attorney, accountant or agent in
connection with such
registration statement;
(j) otherwise use its best efforts to comply with all applicable
rules
and regulations of the Securities and Exchange Commission, and make
available to
its security holders, as soon as reasonably practicable, an
earnings statement
covering the period of at least 12 months beginning with the first
day of the
Company's first full calendar quarter after the effective date of
the
registration statement, which earnings statement shall satisfy the
provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in
its
sole and exclusive judgment, might be deemed to be an underwriter
or a
controlling person of the Company,
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to participate in the preparation of such registration or
comparable statement
and to require the insertion therein of material, furnished to the
Company in
writing, which in the reasonable judgment of such holder and its
counsel should
be included;
(l) in the event of the issuance of any stop order suspending
the
effectiveness of a registration statement, or of any order
suspending or
preventing the use of any related prospectus or suspending the
qualification of
any securities included in such registration statement for sale in
any
jurisdiction, the Company will use its reasonable best efforts
promptly to
obtain the withdrawal of such order;
(m) use its reasonable best efforts to cause such Registrable
Securities covered by such registration statement to be registered
with or
approved by such other governmental agencies or authorities as may
be necessary
to enable the sellers thereof to consummate the disposition of such
Registrable
Securities;
(n) obtain a cold comfort letter from the Company's independent
public
accountants in customary form and covering such matters of the type
customarily
covered by cold comfort letters, which letter shall be addressed to
the
underwriters; and use its reasonable best efforts to cause such
cold comfort
letter to also be addressed to the holders of such Registrable
Securities; and
(o) obtain an opinion from the Company's outside counsel in
customary
form and covering such matters of the type customarily covered by
such opinions,
which opinion shall be addressed to the underwriters and the
holders of such
Registrable Securities.
If any such registration or comparable statement refers to any
holder by name or
otherwise as the holder of any securities of the Company and if
such holder, in
its sole and exclusive judgment, is or might be deemed to be an
underwriter or a
controlling person of the Company, such holder shall have the right
to require
(i) the insertion therein of language, in form and substance
satisfactory to
such holder and presented to the Company in writing, to the effect
that the
holding by such holder of such securities is not to be construed as
a
recommendation by such holder of the investment quality of the
Company's
securities covered thereby, and that such holding does not imply
that such
holder shall assist in meeting any future financial requirements of
the Company,
or (ii) in the event that such reference to such holder by name or
otherwise is
not required by the Securities Act or any similar federal or state
statute then
in force, the deletion of the reference to such holder; provided
that, with
respect to this clause (ii), such holder shall furnish to the
Company an opinion
of counsel to such effect, which opinion and counsel shall be
reasonably
satisfactory to the Company. The Company may require each seller of
Registrable
Securities as to which any registration is being effected to
furnish the Company
such information regarding such seller and the distribution of such
securities
as the Company may from time to time reasonably request in
writing.
5. Registration Expenses.
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(a) All expenses incident to the Company's performance of or
compliance with this Agreement, including, without limitation, all
registration
and filing fees, fees and expenses of compliance with securities or
blue sky
laws, printing expenses, messenger and delivery expenses, fees and
disbursements
of custodians and fees and disbursements of counsel for the Company
and all
independent certified public accountants, underwriters (excluding
discounts and
commissions) and other Persons retained by the Company (all such
expenses being
herein called "Registration Expenses"), will be borne as provided
in this
Agreement, except that the Company will, in any event, pay its
internal expenses
(including, without limitation, all salaries and expenses of its
officers and
employees performing legal or accounting duties), the expense of
any annual
audit or quarterly review, the expense of any liability insurance
and the
expenses and fees for listing the securities to be registered on
each securities
exchange on which similar securities issued by the Company are then
listed or,
if none are so listed, on a securities exchange or the NASD
automated quotation
system.
(b) In connection with each Demand Registration and each
Piggyback
Registration, the Company shall reimburse the holders of
Registrable Securities
included in such registration for the reasonable fees and
disbursements of one
counsel chosen by the holders of a majority of the Registrable
Securities
included in such registration.
(c) To the extent Registration Expenses are not required to be paid
by
the Company, each holder of securities included in any registration
hereunder
will pay those Registration Expenses allocable to the registration
of such
holder's securities so included, and any Registration Expenses not
so allocable
will be borne by all sellers of securities included in such
registration in
proportion to the aggregate selling price of each seller's
securities to be so
registered.
6. Indemnification.
(a) The Company agrees to indemnify and hold harmless, to the
full
extent permitted by law, each holder of Registrable Securities, its
officers,
directors, agents, and employees and each Person who controls such
holder
(within the meaning of the Securities Act) against any and all
losses, claims,
damages, liabilities, joint or several, together with reasonable
costs and
expenses (including reasonable attorney's fees), to which such
indemnified party
may become subject under the Securities Act or otherwise, insofar
as such
losses, claims, damages or liabilities (or actions or proceedings,
whether
commenced or threatened, in respect thereof) arise out of, are
based upon, are
caused by, or result from (i) any untrue or alleged untrue
statement of material
fact contained (A) in any registration statement, prospectus or
preliminary
prospectus or any amendment thereof or supplement thereto or (B) in
any
application or other document or communication (in this Section 6
collectively
called an "application") executed by or on behalf of the Company or
based upon
written information furnished by or on behalf of the Company filed
in any
jurisdiction in order to qualify any securities covered by such
registration
statement under the "blue sky" or securities laws thereof, or (ii)
any omission
or alleged omission of a material fact required to be stated
therein or
necessary to make the statements therein not misleading, and the
Company will
reimburse such holder and each such director, officer and
controlling Person for
any legal or any other expenses incurred by
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them in connection with investigating or defending any such loss,
claim,
liability, action or proceeding; provided, however, that the
Company shall not
be liable in any such case to the extent that any such loss, claim,
damage,
liability (or action or proceeding in respect thereof) or expense
arises out of,
is based upon, is caused by, or results from an untrue statement or
alleged
untrue statement, or omission or alleged omission, made in such
registration
statement, any such prospectus or preliminary prospectus or any
amendment or
supplement thereto, or in any application, in reliance upon, and in
conformity
with, written information prepared and furnished to the Company by
such holder
expressly for use therein or by such holder's failure to deliver a
copy of the
registration statement or prospectus or any amendments or
supplements thereto
after the Company has furnished such holder with a sufficient
number of copies
of the same. In connection with any underwritten offering, the
Company will
indemnify such underwriters, their officers and directors and each
Person who
controls such underwriters (within the meaning of the Securities
Act) to the
same extent as provided above with respect to the indemnification
of the holders
of Registrable Securities.
(b) In connection with any registration statement in which a holder
of
Registrable Securities is participating, each such holder will
furnish to the
Company in writing such information and affidavits as the Company
reasonably
requests for use in connection with any such registration statement
or
prospectus and, to the full extent permitted by law, will indemnify
and hold
harmless the other holders of Registrable Securities and the
Company, and their
respective directors, officers, agents and employees and each other
Person who
controls the Company (within the meaning of the Securities Act)
against any
losses, claims, damages, liabilities, joint or several, together
with reasonable
costs and expenses (including reasonable attorney's fees), to which
such
indemnified party may become subject under the Securities Act or
otherwise,
insofar as such losses, claims, damages or liabilities (or actions
or
proceedings, whether commenced or threatened, in respect thereof)
arise out of,
are based upon, are caused by, or result from (i) any untrue or
alleged untrue
statement of material fact contained in the registration statement,
prospectus
or preliminary prospectus or any amendment thereof or supplement
thereto or in
any application or (ii) any omission or alleged omission of a
material fact
required to be stated therein or necessary to make the statements
therein not
misleading, but only to the extent that such untrue statement or
omission is
made in such registration statement, any such prospectus or
preliminary
prospectus or any amendment or supplement thereto, or in any
application, in
reliance upon and in conformity with written information prepared
and furnished
to the Company by such holder expressly for use therein; provided,
however, that
the obligation to indemnify will be individual to each holder and
will be
limited to the net amount of proceeds received by such holder from
the sale of
Registrable Securities pursuant to such registration statement.
(c) Any Person entitled to indemni
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