BE A "REVIEW" OF ANY REGISTRATION STATEMENT; (II) THE SEC
COMMENTS IN WRITING ON ANY REGISTRATION STATEMENT; (III) ANY REGISTRATION
STATEMENT OR ANY POST-EFFECTIVE AMENDMENT IS DECLARED EFFECTIVE; (IV) THE SEC OR
ANY OTHER FEDERAL OR STATE GOVERNMENTAL AUTHORITY REQUESTS ANY AMENDMENT OR
SUPPLEMENT TO ANY REGISTRATION STATEMENT OR PROSPECTUS OR REQUESTS ADDITIONAL
INFORMATION RELATED THERETO; (V) THE SEC ISSUES ANY STOP ORDER SUSPENDING THE
EFFECTIVENESS OF ANY REGISTRATION STATEMENT OR INITIATES ANY PROCEEDINGS FOR
THAT PURPOSE; (VI) THE COMPANY RECEIVES NOTICE OF ANY SUSPENSION OF THE
QUALIFICATION OR EXEMPTION FROM QUALIFICATION OF ANY REGISTRABLE SECURITIES FOR
SALE IN ANY JURISDICTION, OR THE INITIATION OR THREAT OF ANY PROCEEDING FOR SUCH
27
PURPOSE; OR (VII) THE FINANCIAL STATEMENTS INCLUDED IN ANY REGISTRATION
STATEMENT BECOME INELIGIBLE FOR INCLUSION THEREIN OR ANY REGISTRATION STATEMENT
OR PROSPECTUS OR OTHER DOCUMENT CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT
OR OMITS TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY
TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING.
(D)
USE ITS BEST EFFORTS TO AVOID THE ISSUANCE OF OR, IF ISSUED, OBTAIN THE
WITHDRAWAL OF (I) ANY ORDER SUSPENDING THE EFFECTIVENESS OF ANY REGISTRATION
STATEMENT, OR (II) ANY SUSPENSION OF THE QUALIFICATION (OR EXEMPTION FROM
QUALIFICATION) OF ANY OF THE REGISTRABLE SECURITIES FOR SALE IN ANY
JURISDICTION, AS SOON AS POSSIBLE.
(E)
IF REQUESTED BY AN INVESTOR, PROVIDE SUCH INVESTOR WITHOUT CHARGE, AT
LEAST ONE CONFORMED COPY OF EACH REGISTRATION STATEMENT AND EACH AMENDMENT
THERETO, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, AND ALL EXHIBITS TO THE
EXTENT REQUESTED BY SUCH PERSON (INCLUDING THOSE PREVIOUSLY FURNISHED OR
INCORPORATED BY REFERENCE) PROMPTLY AFTER THE FILING OF SUCH DOCUMENTS WITH THE
SEC.
(F)
PROMPTLY DELIVER TO EACH INVESTOR, WITHOUT CHARGE, AS MANY COPIES OF THE
PROSPECTUS OR PROSPECTUSES (INCLUDING EACH FORM OF PROSPECTUS) AND EACH
AMENDMENT OR SUPPLEMENT THERETO AS SUCH PERSONS MAY REASONABLY REQUEST.
THE
COMPANY HEREBY CONSENTS TO THE USE OF SUCH PROSPECTUS AND EACH AMENDMENT OR
SUPPLEMENT THERETO BY EACH OF THE SELLING INVESTORS IN CONNECTION WITH THE
OFFERING AND SALE OF THE REGISTRABLE SECURITIES COVERED BY SUCH PROSPECTUS AND
ANY AMENDMENT OR SUPPLEMENT THERETO TO THE EXTENT PERMITTED BY FEDERAL AND STATE
SECURITIES LAWS AND REGULATIONS.
(G)
(I) IN THE TIME AND MANNER REQUIRED BY EACH TRADING MARKET, PREPARE AND
FILE WITH SUCH TRADING MARKET AN ADDITIONAL SHARES LISTING APPLICATION COVERING
ALL OF THE REGISTRABLE SECURITIES; (II) TAKE ALL STEPS NECESSARY TO CAUSE SUCH
COMMON SHARES TO BE APPROVED FOR LISTING ON EACH TRADING MARKET AS SOON AS
POSSIBLE THEREAFTER; (III) PROVIDE TO EACH INVESTOR EVIDENCE OF SUCH LISTING;
AND (IV) EXCEPT AS A RESULT OF THE EXCLUDED EVENTS, DURING THE EFFECTIVENESS
PERIOD, MAINTAIN THE LISTING OF SUCH COMMON SHARES ON EACH SUCH TRADING MARKET
OR ANOTHER ELIGIBLE MARKET.
(H)
PRIOR TO ANY PUBLIC OFFERING OF REGISTRABLE SECURITIES, USE ITS BEST
EFFORTS TO REGISTER OR QUALIFY OR COOPERATE WITH THE SELLING INVESTORS IN
CONNECTION WITH THE REGISTRATION OR QUALIFICATION (OR