SKY LAWS OF SUCH JURISDICTIONS WITHIN THE UNITED STATES AS
ANY SELLING HOLDER REASONABLY REQUESTS, USE ITS COMMERCIALLY REASONABLE EFFORTS
TO KEEP EACH SUCH REGISTRATION OR QUALIFICATION (OR EXEMPTION THEREFROM)
EFFECTIVE DURING THE PERIOD SUCH REGISTRATION STATEMENT IS REQUIRED TO BE KEPT
EFFECTIVE IN CONNECTION WITH SUCH HOLDER'S OFFER AND SALE OF REGISTRABLE
SECURITIES PURSUANT TO SUCH REGISTRATION OR QUALIFICATION (OR EXEMPTION
THEREFROM) AND DO ANY AND ALL OTHER ACTS OR THINGS REASONABLY NECESSARY OR
ADVISABLE UNDER BLUE SKY LAWS TO ENABLE THE DISPOSITION IN SUCH JURISDICTIONS OF
THE REGISTRABLE SECURITIES IN THE MANNER SET FORTH IN THE REGISTRATION
STATEMENT; PROVIDED THAT THE COMPANY SHALL NOT BE REQUIRED TO (I) QUALIFY
GENERALLY TO DO BUSINESS OR AS A DEALER IN ANY JURISDICTION WHERE IT IS NOT THEN
SO QUALIFIED, (II) TAKE ANY ACTION THAT WOULD SUBJECT IT TO GENERAL SERVICE OF
PROCESS IN ANY SUCH JURISDICTION WHERE IT IS NOT THEN SO SUBJECT OR (III)
SUBJECT ITSELF TO TAXATION IN ANY SUCH JURISDICTION WHERE IT IS NOT THEN SO
SUBJECT.
(H)
COOPERATE WITH THE SELLING HOLDERS AND THEIR RESPECTIVE COUNSEL TO
FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING
REGISTRABLE SECURITIES SOLD, WHICH CERTIFICATES SHALL NOT BEAR ANY RESTRICTIVE
LEGENDS AND SHALL BE IN A FORM ELIGIBLE FOR PROVISION TO THE TRANSFER AGENT AND
REGISTRAR; AND ENABLE SUCH REGISTRABLE SECURITIES TO BE IN SUCH DENOMINATIONS
AND REGISTERED IN SUCH NAMES AS THE SELLING HOLDERS MAY REASONABLY REQUEST AT
LEAST TWO (2) BUSINESS DAYS PRIOR TO ANY SALE OF SUCH REGISTRABLE SECURITIES.
(I)
UPON THE OCCURRENCE OF ANY EVENT CONTEMPLATED BY SECTIONS 4(C)(II),
4(C)(III) OR 4(C)(IV) HEREOF, AS PROMPTLY AS PRACTICABLE PREPARE AND (SUBJECT TO
SECTION 4(A) HEREOF) FILE WITH THE SEC, AT THE SOLE EXPENSE OF THE COMPANY, A
SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT OR A
SUPPLEMENT TO THE RELATED PROSPECTUS OR ANY DOCUMENT INCORPORATED OR DEEMED TO
BE INCORPORATED THEREIN BY REFERENCE, OR FILE ANY OTHER REQUIRED DOCUMENT SO
THAT, AS THEREAFTER DELIVERED TO THE PURCHASERS OF THE REGISTRABLE SECURITIES
BEING SOLD THEREUNDER, ANY SUCH PROSPECTUS WILL NOT 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, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(J)
PRIOR TO THE EFFECTIVE DATE OF THE FIRST REGISTRATION STATEMENT
RELATING TO THE REGISTRABLE SECURITIES, (I) PROVIDE THE TRANSFER AGENT AND
REGISTRAR WITH CERTIFICATES FOR THE REGISTRABLE SECURITIES AND (II) PROVIDE A
CUSIP NUMBER FOR THE REGISTRABLE SECURITIES.
10
(K)
DURING THE EFFECTIVENESS PERIOD, IF REQUESTED IN CONNECTION WITH A
DISPOSITION OF REGISTRABLE SECURITIES PURSUANT TO A REGISTRATION STATEMENT, MAKE
AVAILABLE AT REASONABLE TIMES FOR INSPECTION BY ONE OR MORE REPRESENTATIVES OF
THE SELLING HOLDERS AND ANY ATTORNEY OR ACCOUNTANT RETAINED BY ANY SUCH SELLING
HOLDERS (COLLECTIVELY, THE "INSPECTORS"), AT THE OFFICES WHERE NORMALLY KEPT,
DURING REASONABLE BUSINESS HOURS, AT SUCH TIME OR TIMES AS SHALL BE MUTUALLY
CONVENIENT FOR THE COMPANY AND THE INSPECTORS,