TO REGISTER AND QUALIFY THE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR
BLUE SKY LAWS OF SUCH JURISDICTIONS AS SHALL BE REASONABLY REQUESTED BY THE
INVESTOR OR ANY MANAGING UNDERWRITER(S), TO KEEP SUCH REGISTRATION OR
QUALIFICATION IN EFFECT FOR SO LONG AS SUCH REGISTRATION STATEMENT REMAINS IN
EFFECT AND TO TAKE ANY OTHER ACTION WHICH MAY BE REASONABLY NECESSARY TO ENABLE
SUCH SELLER TO CONSUMMATE THE DISPOSITION IN SUCH JURISDICTIONS OF THE
SECURITIES OWNED BY THE INVESTOR; PROVIDED
THAT THE COMPANY SHALL NOT BE
REQUIRED IN CONNECTION THEREWITH OR AS A CONDITION THERETO TO QUALIFY TO DO
BUSINESS OR TO FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH STATES
OR JURISDICTIONS;
(5)
NOTIFY EACH HOLDER OF REGISTRABLE SECURITIES AT ANY TIME WHEN
A PROSPECTUS RELATING THERETO IS REQUIRED TO BE DELIVERED UNDER THE SECURITIES
ACT OF THE HAPPENING OF ANY EVENT AS A RESULT OF WHICH THE APPLICABLE
PROSPECTUS, AS THEN IN EFFECT, INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT
OR OMITS TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS THEREIN NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES THEN
EXISTING;
(6)
GIVE WRITTEN NOTICE TO THE INVESTOR:
(A)
WHEN ANY REGISTRATION STATEMENT FILED PURSUANT TO SECTION 4.1(A)
OR ANY AMENDMENT THERETO HAS BEEN FILED WITH THE SEC (EXCEPT FOR ANY AMENDMENT
-17-
effected by the filing of a document with the SEC pursuant to the Exchange Act)
and when such registration statement or any post-effective amendment thereto has
become effective;
(B)
OF ANY REQUEST BY THE SEC FOR AMENDMENTS OR SUPPLEMENTS TO ANY
REGISTRATION STATEMENT OR THE PROSPECTUS INCLUDED THEREIN OR FOR ADDITIONAL
INFORMATION;
(C)
OF THE ISSUANCE BY THE SEC OF ANY STOP ORDER SUSPENDING THE
EFFECTIVENESS OF ANY REGISTRATION STATEMENT OR THE INITIATION OF ANY PROCEEDINGS
FOR THAT PURPOSE;
(D)
OF THE RECEIPT BY THE COMPANY OR ITS LEGAL COUNSEL OF ANY
NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION OF THE COMMON
STOCK FOR SALE IN ANY JURISDICTION OR THE INITIATION OR THREATENING OF ANY
PROCEEDING FOR SUCH PURPOSE;
(E)
OF THE HAPPENING OF ANY EVENT THAT REQUIRES THE COMPANY TO MAKE
CHANGES IN ANY EFFECTIVE REGISTRATION STATEMENT OR THE PROSPECTUS RELATED TO THE
REGISTRATION STATEMENT IN ORDER TO MAKE THE STATEMENTS THEREIN NOT MISLEADING
(WHICH NOTICE SHALL BE ACCOMPANIED BY AN INSTRUCTION TO SUSPEND THE USE OF THE
PROSPECTUS UNTIL THE REQUISITE CHANGES HAVE BEEN MADE); AND
(F)
IF AT ANY TIME THE REPRESENTATIONS AND WARRANTIES OF THE
COMPANY CONTAINED IN ANY UNDERWRITING AGREEMENT CONTEMPLATED BY SECTION
4.1(C)(10) CEASE TO BE TRUE AND CORRECT;
(7)
USE ITS REASONABLE BEST EFFORTS TO PREVENT THE ISSUANCE OR
OBTAIN THE WITHDRAWAL OF ANY ORDER SUSPENDING THE EFFECTIVENESS OF ANY
REGISTRATION STATEMENT REFERRED TO IN SECTION 4.1(C)(6)(C) AT THE EARLIEST
PRACTICABLE TIME;
(8)
UPON THE OCCURRENCE OF ANY EVENT CONTEMPLATED BY
SECTION 4.1(C)(5) OR 4.1(C)(6)(E), PROMPTLY PREPARE A POST-EFFECTIVE AMENDMENT
TO SUCH REGISTRATION STATEMENT OR A SUPPLEMENT TO THE RELATED PROSPECTUS OR