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EXHIBIT 4.3
EXECUTION VERSION
INVACARE CORPORATION
4.125% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2027
RESALE REGISTRATION RIGHTS AGREEMENT
DATED FEBRUARY 12, 2007
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RESALE REGISTRATION RIGHTS AGREEMENT, dated as of February 12,
2007, among
Invacare Corporation, an Ohio corporation (together with any
successor entity,
herein referred to as the "COMPANY"), the subsidiaries of the
Company listed on
the signature page hereto (collectively, the "GUARANTORS"), and
Banc of America
Securities LLC, KeyBanc Capital Markets, a division of McDonald
Investments
Inc., BMO Capital Markets Corp. and SunTrust Capital Markets, Inc.
as
representatives (the "REPRESENTATIVES") of the several initial
purchasers (the
"INITIAL PURCHASERS") under the Purchase Agreement (as defined
below).
Pursuant to the Purchase Agreement, dated as of February 5, 2007
between
the Company, the Guarantors and the Representatives (the "PURCHASE
AGREEMENT"),
relating to the initial placement (the "INITIAL PLACEMENT") of the
Debentures
(as defined below), the Initial Purchasers have agreed to purchase
from the
Company $125 million ($135 million if the Initial Purchasers
exercise their
option in full) in aggregate principal amount of 4.125% Convertible
Senior
Subordinated Debentures due 2027 (the "DEBENTURES") fully and
unconditionally
guaranteed by the Guarantors (the "GUARANTEES") pursuant to the
Purchase
Agreement. The Debentures will be convertible, subject to the terms
thereof,
into fully paid, nonassessable common shares, without par value, of
the Company
(the "COMMON STOCK"). To induce the Initial Purchasers to purchase
the
Debentures, the Company has agreed to provide the registration
rights set forth
in this Agreement pursuant to Section 5(h) of the Purchase
Agreement.
The
parties hereby agree as follows:
1.
Definitions. Capitalized terms used in this Agreement without
definition
shall have their respective meanings set forth in the Purchase
Agreement. As
used in this Agreement, the following capitalized terms shall have
the following
meanings:
"AFFILIATE" of any specified person means any other person which,
directly
or indirectly, is in control of, is controlled by, or is under
common control
with, such specified person. For purposes of this definition,
control of a
person means the power, direct or indirect, to direct or cause the
direction of
the management and policies of such person whether by contract or
otherwise; and
the terms "controlling" and "controlled" have meanings correlative
to the
foregoing.
"AGREEMENT": This Resale Registration Rights Agreement.
"AMENDMENT EFFECTIVENESS DEADLINE DATE": has the meaning set forth
in
Section 2(f)(i) hereof.
"BUSINESS DAY": The definition of "Business Day" in the
Indenture.
"CLOSING DATE": The date of the first issuance of the
Debentures.
"COMMISSION": Securities and Exchange Commission.
"COMMON STOCK": As defined in the preamble hereto.
"COMPANY": As defined in the preamble hereto.
"DEBENTURES": As defined in the preamble hereto.
"EFFECTIVENESS DATE":
As defined in Section 2(a)(ii) hereof.
"EFFECTIVENESS PERIOD": As defined in Section 2(a)(iii) hereof.
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"EFFECTIVENESS TARGET DATE": As defined in Section 2(a)(ii)
hereof.
"EXCHANGE ACT": Securities Exchange Act of 1934, as amended.
"FREE WRITING PROSPECTUS": A free writing prospectus, as defined in
Rule
405 under the Securities Act.
"GUARANTEES": As defined in the preamble hereto.
"GUARANTORS": As defined in the preamble hereto.
"HOLDER": A Person who owns, beneficially or otherwise, Transfer
Restricted
Securities.
"INDEMNIFIED HOLDER": As defined in Section 6(a) hereof.
"INDENTURE": The Indenture, dated as of February 12, 2007 between
the
Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the
"TRUSTEE"),
pursuant to which the Debentures are to be issued, as such
Indenture is amended,
modified or supplemented from time to time in accordance with the
terms thereof.
"INITIAL PLACEMENT":
As defined in the preamble hereto.
"INITIAL PURCHASERS": As defined in the preamble hereto.
"ISSUER FREE WRITING PROSPECTUS": An issuer free writing
prospectus, as
defined in Rule 433 under the Securities Act.
"LIQUIDATED DAMAGES": As defined in Section 3(a) hereof.
"LIQUIDATED DAMAGES PAYMENT DATE": Each February 1 and August
1.
"LOSSES": As defined in Section 6(a) hereof.
"MAJORITY OF HOLDERS": Holders holding over 50% of the aggregate
principal
amount of Debentures outstanding; provided that, for the purpose of
this
Agreement, a holder of shares of Common Stock which constitute
Transfer
Restricted Securities shall be deemed to hold an aggregate
principal amount of
the Debentures (in addition to the principal amount of the
Debentures held by
such holder) equal to the quotient of (x) the number of such shares
of Common
Stock held by such holder and (y) the conversion rate in effect at
the time of
their issuance upon conversion of the Debentures as determined in
accordance
with the Indenture.
"MANAGING UNDERWRITER": The investment banker or investment bankers
and
manager or managers that administer an underwritten offering, if
any, conducted
pursuant to Section 8 hereof.
"NASD": National Association of Securities Dealers, Inc.
"NOTICE AND QUESTIONNAIRE" means a written notice executed by
the
respective Holder and delivered to the Company containing
substantially the
information called for by the Selling Securityholder Notice and
Questionnaire
attached as Appendix A to the Offering Memorandum of the Company
relating to the
Debentures.
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"NOTICE HOLDER": On any date, any Holder of Transfer Restricted
Securities
that has delivered a Notice and Questionnaire to the Company on or
prior to such
date.
"PERMITTED FREE WRITING PROSPECTUS": As defined in Section 9(a)
hereof.
"PERSON": An individual, partnership, corporation, company,
unincorporated
organization, trust, joint venture or a government or agency or
political
subdivision thereof.
"PURCHASE AGREEMENT": As defined in the preamble hereto.
"PROSPECTUS": The prospectus included in a Shelf Registration
Statement, as
amended or supplemented by any prospectus supplement and by all
other amendments
thereto, including post-effective amendments, and all material
incorporated by
reference into such prospectus.
"RECORD HOLDER": With respect to any Liquidated Damages Payment
Date, each
Person who is a registered holder of the Debentures on the 15th day
preceding
the relevant Liquidated Damages Payment Date.
"REGISTRATION DEFAULT": As defined in Section 3(a) hereof.
"REPRESENTATIVES": As defined in the preamble hereto.
"SECURITIES ACT": Securities Act of 1933, as amended.
"SHELF FILING DEADLINE": As defined in Section 2(a)(i) hereof.
"SHELF REGISTRATION STATEMENT": As defined in Section 2(a)(i)
hereof.
"SUSPENSION NOTICE": As defined in Section 4(c) hereof.
"SUSPENSION PERIOD": As defined in Section 4(b)(ii) hereof.
"TIA": Trust Indenture Act of 1939, as amended, and the rules
and
regulations of the Commission thereunder, in each case, as in
effect on the date
the Indenture is qualified under the TIA.
"TRANSFER RESTRICTED SECURITIES": Each Debenture and each share of
Common
Stock issued upon conversion of Debentures until the earliest
of:
(i) the date on which such Debenture or such share of Common
Stock issued upon conversion has been effectively registered under
the
Securities Act and disposed of in accordance with the Shelf
Registration Statement;
(ii) the date on which such Debenture or such share of Common
Stock issued upon conversion is transferred in compliance with
Rule
144 (or any other similar provision then in force) under the
Securities Act or eligible for transfer pursuant to paragraph (k)
of
Rule 144 under the Securities Act (or any other similar provision
then
in force);
(iii) the date on which such Debenture or such share of Common
Stock issued upon conversion ceases to be outstanding (whether as
a
result of redemption, repurchase and cancellation, conversion
or
otherwise); or
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(iv) the date on which such Debenture or such share of Common
Stock has otherwise been transferred and a new Debenture or share
of
Common Stock not subject to transfer restrictions under the
Securities
Act has been delivered by or on behalf of the Company in
accordance
with Section 2.06 of the Indenture.
"UNDERWRITER": Any underwriter of Transfer Restricted Securities
in
connection with an offering thereof under the Shelf Registration
Statement.
"UNDERWRITTEN REGISTRATION": A registration in which Transfer
Restricted
Securities of the Company are sold to an underwriter for reoffering
to the
public.
Unless the context otherwise requires, the singular includes the
plural,
and words in the plural include the singular.
2.
Shelf
Registration.
(a) The Company shall:
(i) use its commercially reasonable efforts (but in no event
more
than 90 days after the Closing Date) (the "SHELF FILING DEADLINE"),
to
cause to be filed, or otherwise designate an existing filing with
the
Commission as, a registration statement pursuant to Rule 415 under
the
Securities Act or any similar rule that may be adopted by the
Commission (the "SHELF REGISTRATION STATEMENT"), which Shelf
Registration Statement shall provide for the registration and
resales,
on a continuous or delayed basis, of all Transfer Restricted
Securities subject to the terms and conditions hereof;
(ii) use its commercially reasonable efforts to cause the Shelf
Registration Statement to become effective under the Securities
Act,
or
otherwise make available for use by Holders a previously filed
effective Shelf Registration Statement, not later than 210 days
after
the date hereof (the "EFFECTIVENESS TARGET DATE", and the date of
such
effectiveness or availability, the "EFFECTIVENESS DATE"); and
(iii) use its commercially reasonable efforts to keep the Shelf
Registration Statement continuously effective, supplemented and
amended as required by the Securities Act and by the provisions
of
Section 4(b) hereof to the extent necessary to ensure that (A) it
is
available for resales by the Holders of Transfer Restricted
Securities
entitled, subject to the terms and conditions hereof, to the
benefit
of this Agreement and (B) conforms with the requirements of
this
Agreement and the Securities Act and the rules and regulations of
the
Commission promulgated thereunder as announced from time to time,
for
a period (the "EFFECTIVENESS PERIOD") from the date the Shelf
Registration Statement becomes effective until the date that
the
Debentures and the shares of Common Stock issuable upon
exchange
thereof have ceased to be Transfer Restricted Securities.
The Company shall be deemed not have used its commercially
reasonable
efforts to keep the Shelf Registration Statement effective during
the
Effectiveness Period if it voluntarily takes any action that would
result
in Holders of Transfer
Restricted Securities not being able to offer and
sell
such securities at any time during the Effectiveness Period,
unless
such
action is (x) required by applicable law or otherwise undertaken
by
the
Company in good faith and for valid business reasons (not
including
avoidance of the Company's obligations hereunder), including
the
acquisition or divestiture of assets, or (y) permitted by Section
4(b)(ii)
hereof.
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(b) Not less than 30 days prior to the Effectiveness Target Date,
the
Company shall mail the Notice and Questionnaire to the Holders.
Each Holder
that
becomes a Notice Holder (and provides such additional information
as
the Company reasonably may
request) no later than 20 days following such
Holder's receipt of notice from the Company of the filing or
designation of
the
Shelf Registration Statement shall be named as a selling
securityholder
in
the initial Registration Statement made available to Holders under
the
Shelf Registration Statement.
(c) If the Shelf Registration Statement ceases to be effective for
any
reason at any time during the Effectiveness Period (other than
because all
Transfer Restricted Securities registered thereunder shall have
been resold
pursuant thereto or shall have otherwise ceased to be Transfer
Restricted
Securities), the Company shall use its commercially reasonable
efforts to
obtain the prompt withdrawal of any order suspending the
effectiveness
thereof or file or designate a subsequent Shelf Registration
Statement
covering all of the securities that as of the date of such filing
or
designation are Transfer Restricted Securities. If such an
subsequent Shelf
Registration Statement is filed or designated (and is not
already
effective), the Company shall use its commercially reasonable
efforts to
cause the subsequent Shelf Registration Statement to become
effective as
promptly as is practicable after such filing or designation and to
keep
such
subsequent Shelf Registration Statement continuously effective
until
the
end of the Effectiveness Period.
(d) The Company shall supplement and amend the Shelf
Registration
Statement if required by the rules, regulations or instructions
applicable
to
the registration form used by the Company for such Shelf
Registration
Statement, if required by the Securities Act or as reasonably
requested by
the
Initial Purchasers or by the Trustee on behalf of the Holders of
the
Transfer Restricted Securities covered by such Shelf
Registration
Statement.
(e) The Company shall cause the Shelf Registration Statement and
the
related Prospectus and
any amendment or supplement thereto, as of the
effective date of the Shelf Registration Statement or such
amendment or
supplement, and any Issuer Free Writing Prospectus, as of the date
thereof,
(i)
to comply in all material respects with the applicable requirements
of
the
Securities Act, and (ii) not to contain any untrue statement of
a
material fact or omit to state a material fact required to be
stated
therein or necessary in order to make the statements therein (in
the case
of
the Prospectus and any Issuer Free Writing Prospectus, in light of
the
circumstances under which they were made) not misleading.
(f) Each Holder agrees that if such Holder wishes to sell
Transfer
Restricted Securities pursuant to a Shelf Registration Statement
and
related Prospectus, it will do so only in accordance with the terms
and
conditions of this Agreement. Each Holder wishing to sell
Transfer
Restricted Securities pursuant to a Shelf Registration Statement
and
related Prospectus from and after the Effectiveness Date agrees to
deliver
a
Notice and Questionnaire to the Company at least 10 Business Days
prior
to
any intended distribution of Transfer Restricted Securities under
the
Shelf Registration Statement. From and after the Effectiveness
Date, the
Company shall, as promptly as practicable after the date a Notice
and
Questionnaire is delivered to it, and in any event upon the later
of (x) 15
Business Days after such date (but no earlier than 15 Business Days
after
effectiveness) or (y) 15 Business Days after the expiration of
any
Suspension Period in effect when the Notice and Questionnaire is
delivered
or
put into effect within 15 Business Days of such delivery date:
(i) if required by applicable law, file with the SEC a
post-effective amendment to the Shelf Registration Statement or
prepare and, if required by applicable law, file a supplement to
the
related Prospectus or a supplement or amendment to any document
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incorporated therein by reference or file any other required
document
so that the Holder delivering such Notice and Questionnaire is
named
as a selling securityholder in the Shelf Registration Statement
and
the related Prospectus in such a manner as to permit such Holder
to
deliver such Prospectus to purchasers of the Transfer
Restricted
Securities in accordance with applicable law and, if the Company
shall
file a post-effective amendment to the Shelf Registration
Statement,
use its commercially reasonable efforts to cause such
post-effective
amendment to become
effective under the Securities Act as promptly as
is practicable, but in any event by the date (the "AMENDMENT
EFFECTIVENESS DEADLINE DATE") that is 45 days after the date
such
post-effective amendment is required by this clause to be
filed;
(ii) provide such Holder a reasonable number of copies of the
any
documents filed pursuant to Section 2(f)(i); and
(iii) notify such Holder as promptly as practicable after the
effectiveness under the Securities Act of any post-effective
amendment
filed pursuant to Section 2(f)(i);
provided that if such Notice and Questionnaire is delivered during
a Suspension
Period, the Company shall so inform the Holder delivering such
Notice and
Questionnaire and shall take the actions set forth in clauses (i),
(ii) and
(iii) above upon expiration of the Suspension Period in accordance
with Section
4(b). Notwithstanding anything contained herein to the contrary,
(i) the Company
shall be under no obligation to name any Holder that is not a
Notice Holder as a
selling securityholder in any Registration Statement or related
Prospectus and
(ii) the Amendment Effectiveness Deadline Date shall be extended by
up to 10
Business Days from the Expiration of a Suspension Period (and the
Company shall
incur no obligation to pay Liquidated Damages during such
extension) if such
Suspension Period shall be in effect on the Amendment Effectiveness
Deadline
Date.
3.
Liquidated
Damages.
(a) If:
(i) the Shelf Registration Statement is not filed, or on file,
with the Commission prior to or on the Shelf Filing Deadline;
(ii) the Shelf Registration Statement has not become effective,
or a
previously effective Shelf Registration Statement has not been
made available, prior to or on the Effectiveness Target Date;
(iii) the Company has failed to perform its obligations set
forth
in Section 2(f) within the time periods required therein;
(iv) any post-effective amendment to a Shelf Registration filed
pursuant to Section 2(f)(i) has not become effective under the
Securities Act on or prior to the Amendment Effectiveness
Deadline
Date;
(v) except as provided in Section 4(b)(ii) hereof, the Shelf
Registration Statement is filed and has become effective but,
during
the Effectiveness Period, shall thereafter cease to be effective
or
fail to be usable for its intended purpose for more than 10
Business
Days; or
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(vi) Suspension Periods exceed an aggregate of 30 days within
any
90-day period or an aggregate of 90 days in any 360-day period;
(each such event referred to in foregoing clauses (i) through (vi),
a
"REGISTRATION DEFAULT"), the Company hereby agrees to pay
interest
("LIQUIDATED DAMAGES") with respect to the Transfer Restricted
Securities
from
and including the day following the Registration Default to but
excluding the earlier of (1) the day on which the Registration
Default has
been
cured and (2) the date the Shelf Registration Statement is no
longer
required to be kept effective, accruing at a rate:
(A) in respect of the Debentures, to each holder of
Debentures, (x) with respect to the first 90-day period during
which a Registration Default shall have occurred and be
continuing, equal to 0.25% per annum of the aggregate principal
amount of the Debentures, and (y) with respect to the period
commencing on the 91st day following the day the Registration
Default shall have occurred and be continuing, equal to 0.50%
per
annum of the aggregate principal amount of the Debentures;
provided that in no event shall Liquidated Damages accrue at a
rate per year exceeding 0.50% of the aggregate principal amount
of the Debentures; and
(B) in respect of the Debentures that are Transfer
Restricted Securities submitted for conversion into Common
Stock
during the existence of a Registration Default with respect to
the Common Stock, the holder will not be entitled to receive
any
Liquidated Damages with respect to such Common Stock but (x)
will
be entitled to a conversion rate adjustment in accordance with
the terms of the Debentures as set forth in the Indenture and
(y)
will receive from the Company on the settlement date with
respect
to such conversion, accrued and unpaid Liquidated Damages
calculated in accordance with paragraph (A) to the Conversion
Date (as defined in the Indenture); and
(C) in respect of Common Stock issued upon conversion of
Debentures, each holder of such Common Stock will not be
entitled
to any Liquidated Damages if the Registration Default with
respect to such Common Stock occurs after the holder has
converted the Debentures into Common Stock.
(b) All accrued Liquidated Damages shall be paid in arrears to
Record
Holders by the Company on each Liquidated Damages Payment Date.
Upon the
cure
of all Registration Defaults relating to any particular
Transfer
Restricted Security,
the accrual of applicable Liquidated Damages will
cease.
All
obligations of the Company set forth in this Section 3 that are
outstanding with respect to any Transfer Restricted Security at the
time such
security ceases to be a Transfer Restricted Security shall survive
until such
time as all such obligations with respect to such Transfer
Restricted Security
shall have been satisfied in full.
The
Liquidated Damages set forth above shall be the exclusive
monetary
remedy available to the Holders of Transfer Restricted Securities
for each
Registration Default.
4.
Registration Procedures.
(a) In connection with the Shelf Registration Statement, the
Company
shall comply with all the provisions of Section 4(b) hereof and
shall use
its
commercially reasonable efforts to
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effect such registration to permit the sale of the Transfer
Restricted
Securities, and pursuant thereto, shall prepare and file with
the
Commission a Shelf Registration Statement as prescribed by Section
2(a)(i)
relating to the registration on any appropriate form under the
Securities
Act,
or otherwise make available for use by Holders a previously
filed
Shelf Registration Statement.
(b) In connection with the Shelf Registration Statement and any
Prospectus required by this Agreement to permit the sale or resale
of
Transfer Restricted Securities, the Company shall:
(i) Subject to any notice by the Company in accordance with
this
Section 4(b) of the existence of any fact or event of the kind
described in Section 4(b)(iv)(D), use its commercially
reasonable
efforts to keep the Shelf Registration Statement continuously
effective during the Effectiveness Period; upon the occurrence of
any
event that would cause the Shelf Registration Statement or the
Prospectus contained therein (A) to contain a material misstatement
or
omission or (B) not to be effective and usable for resale of
Transfer
Restricted Securities during the Effectiveness Period, the
Company
shall file promptly a post-effective amendment to the Shelf
Registration Statement or an amendment or supplement to the
related
Prospectus or file any other required document, in the case of
clause
(A), correcting any such misstatement or omission, and, in the case
of
either clause (A) or (B), use its commercially reasonable efforts
to
cause any such amendment to become effective and the Shelf
Registration Statement and the related Prospectus to become usable
for
their intended purposes as soon as practicable thereafter.
(ii) Notwithstanding Section 4(b)(i) hereof, the Company may
suspend the effectiveness of the Shelf Registration Statement
(each
such period, a "SUSPENSION PERIOD"):
(x) if an event occurs and is continuing as a result of
which the Shelf Registration Statement, the Prospectus, any
amendment
or supplement thereto, or any document incorporated by
reference
therein would, in the Company's judgment, contain an untrue
statement
of a material fact or omit to state a material fact required to
be
stated therein or necessary to make the statements therein not
misleading; and
(y) if the Company determines in good faith that the
disclosure
of a material event at such time would be seriously
detrimental to the Company and its subsidiaries.
Upon
the occurrence of any event described in clauses (x) and (y) of
this
Section 4(b)(ii), the Company shall give notice to the Holders that
the
availability of the Shelf Registration is suspended and, upon
actual
receipt of any such notice, each Holder agrees not to sell any
Transfer
Restricted Securities pursuant to the Shelf Registration until
such
Holder's receipt of
copies of the supplemented or amended Prospectus
provided for in Section 4(b) hereof. The period during which
the
availability of the Shelf Registration and any Prospectus is
suspended (the
"SUSPENSION PERIOD") shall not exceed 30 days in any 90-day
period,
provided that, in the event the disclosure relates to a
previously
undisclosed proposed or pending material business transaction,
the
disclosure of which the Company determines in good faith would
be
reasonably likely to impede
the Company's ability to consummate such
transaction, the Company may extend a Suspension Period from 30
days to 45
days; provided, further, that Suspension Periods shall not exceed
an
aggregate of 90 days in any 360-day period.
(iii) Prepare and file with the Commission such amendments and
post-effective amendments to the Shelf Registration Statement as
may
be necessary to keep
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the Shelf Registration Statement effective during the
Effectiveness
Period; cause the Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed pursuant
to
Rule 424 under the Securities Act, and to comply fully with the
applicable provisions of Rule 424 under the Securities Act in a
timely
manner; and comply with the provisions of the Securities Act
with
respect to the disposition of all Transfer Restricted
Securities
covered by the Shelf Registration Statement during the
applicable
period in accordance with the intended method or methods of
distribution by the sellers thereof set forth or to be set forth
in
the Shelf Registration Statement or supplement to the
Prospectus.
(iv) Advise the selling Holders and any Initial Purchaser that
has provided in writing to the Company a telephone or facsimile
number
and address for notices, promptly and, if requested by such
selling
Holders, to confirm such advice in writing (which notice pursuant
to
clauses (B) through (E) below shall be accompanied by an
instruction
to suspend the use of the Prospectus until the Company shall
have
remedied the basis for such suspension):
(A) when the Prospectus, any Prospectus supplement, any
post-effective amendment or any Issuer Free Writing Prospectus
has been filed, and, with respect to the Shelf Registration
Statement or any post-effective amendment thereto, when the
same
has become effective,
(B) of any request by the Commission for amendments or
supplements to the Shelf Registration Statement, the Prospectus
or any Issuer Free Writing Prospectus or for additional
information relating thereto,
(C) of the issuance by the Commission of any stop order
suspending the effectiveness of the Shelf Registration
Statement
under the Securities Act or of any notice that would prevent
its
use, or of the suspension by any state securities commission of
the qualification of the Transfer Restricted Securities for
offering or sale in any jurisdiction,
(D) of the existence of any fact or the happening of any
event, during the Effectiveness Period, that makes any
statement
of a material fact made in the Shelf Registration Statement,
the
Prospectus, any amendment or supplement thereto, or any
document
incorporated by reference therein untrue, or that requires the
making of any additions to or changes in the Shelf Registration
Statement or the Prospectus in order to make the statements
therein (in the case of the Prospectus, in the light of the
circumstances under which they were made) not misleading, or
(E) when any Issuer Free Writing Prospectus includes
information that may conflict with the information contained in
the Registration Statement.
(v) If at any time the Commission shall issue any stop order
suspending the effectiveness of the Shelf Registration Statement
or
any notice that would prevent its use, or any state securities
commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of
the
Transfer Restricted Securities under state securities or Blue
Sky
laws, the Company shall use its commercially reasonable efforts
to
obtain the withdrawal or lifting of such order at the earliest
possible time, including, if necessary, by filing an amendment to
the
Shelf
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Registration Statement or a new Shelf Registration Statement and
using
its commercially reasonable efforts to have such amendment or
new
Shelf Registration Statement declared effective, and will provide
to
each Holder who is named in the Shelf Registration Statement
prompt
notice of the withdrawal of any such order or of the filing or
effectiveness of any such amendment or new registration
statement.
(vi) Make available at reasonable times for inspection by one
or
more representatives of the selling Holders, designated in writing
by
a Majority of Holders
