AND SUCH OTHER DOCUMENTS AS EACH PURCHASER MAY REASONABLY
REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE REGISTRABLE SECURITIES
OWNED BY SUCH PURCHASER THAT ARE COVERED BY THE RELATED REGISTRATION STATEMENT;
PROMPTLY NOTIFY EACH HOLDER UPON THE DECLARATION OF THE EFFECTIVENESS OF THE
REGISTRATION STATEMENT AND PROMPTLY FURNISH TO THE PURCHASERS PARTICIPATING IN
SUCH REGISTRATION AND TO THE UNDERWRITERS (IF ANY) OF THE SECURITIES BEING
REGISTERED SUCH REASONABLE NUMBER OF COPIES OF THE REGISTRATION STATEMENT,
PRELIMINARY PROSPECTUS (AND ALL REQUIRED AMENDMENTS AND SUPPLEMENTS TO ANY
THEREOF), FINAL PROSPECTUS AND SUCH OTHER DOCUMENTS AS SUCH PURCHASERS OR SUCH
UNDERWRITERS MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE PUBLIC OFFERING
OF SUCH SECURITIES, AND IN FURTHERANCE THEREOF, BY 9:30 AM ON THE FIRST BUSINESS
DAY FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT, THE COMPANY
SHALL FILE WITH THE COMMISSION IN ACCORDANCE WITH RULE 424 UNDER THE SECURITIES
ACT THE FINAL PROSPECTUS TO BE USED IN CONNECTION WITH SALES PURSUANT TO THE
REGISTRATION STATEMENT;
USE ITS COMMERCIALLY REASONABLE EFFORTS TO REGISTER OR QUALIFY SUCH REGISTRABLE
SECURITIES UNDER SUCH OTHER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OF SUCH
STATES AS ANY HOLDER OF REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION
STATEMENT REASONABLY REQUESTS AS MAY BE NECESSARY FOR THE MARKETABILITY OF THE
REGISTRABLE SECURITIES AND DO ANY AND ALL OTHER ACTS AND THINGS WHICH MAY BE
REASONABLY NECESSARY OR ADVISABLE TO ENABLE SUCH HOLDER TO CONSUMMATE THE
DISPOSITION IN SUCH JURISDICTIONS OF THE REGISTRABLE SECURITIES OWNED BY SUCH
HOLDER;
USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE ALL THE REGISTRABLE SECURITIES
COVERED BY THE REGISTRATION STATEMENT TO BE QUOTED ON SUCH PRINCIPAL SECURITIES
MARKET ON WHICH SECURITIES OF THE SAME CLASS ISSUED BY THE COMPANY ARE THEN
LISTED OR TRADED; AND
USE COMMERCIALLY REASONABLE EFFORTS TO (I) PREVENT THE ISSUANCE OF ANY STOP
ORDER OR OTHER SUSPENSION OF EFFECTIVENESS AND, (II) IF SUCH ORDER IS ISSUED,
OBTAIN THE WITHDRAWAL OF ANY SUCH ORDER AT THE EARLIEST POSSIBLE MOMENT.
SUSPENSION OF REGISTRATION.
THE COMPANY SHALL PROMPTLY NOTIFY THE PURCHASERS OF
(I) THE ISSUANCE BY THE COMMISSION OF A STOP ORDER SUSPENDING THE EFFECTIVENESS
OF THE REGISTRATION STATEMENT, (II) THE HAPPENING OF ANY EVENT, OF WHICH THE
COMPANY HAS KNOWLEDGE, AS A RESULT OF WHICH THE PROSPECTUS INCLUDED IN THE
REGISTRATION STATEMENT, AS THEN IN EFFECT, INCLUDES AN UNTRUE STATEMENT OF A
MATERIAL FACT OR OMISSION TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN
OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, AND (III) THE
OCCURRENCE OR EXISTENCE OF ANY PENDING CORPORATE DEVELOPMENT THAT, IN THE
REASONABLE DISCRETION OF THE COMPANY, MAKES IT APPROPRIATE TO SUSPEND THE
AVAILABILITY OF THE REGISTRATION STATEMENT TO COMPLY WITH COMMISSION RULES.
IN
EACH CASE THE COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PROMPTLY
PREPARE A SUPPLEMENT OR AMENDMENT TO THE REGISTRATION STATEMENT TO CORRECT SUCH
UNTRUE STATEMENT OR OMISSION, AND DELIVER SUCH NUMBER OF COPIES OF SUCH
SUPPLEMENT OR AMENDMENT TO EACH HOLDER AS SUCH HOLDER MAY REASONABLY REQUEST;
PROVIDED THAT, THE COMPANY MAY DELAY