FORM OF PROSPECTUS) AND EACH
AMENDMENT OR SUPPLEMENT THERETO AS THE PURCHASER MAY REASONABLY REQUEST.
(E)
(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
SHARES TO BE APPROVED FOR LISTING ON EACH TRADING MARKET AS SOON AS POSSIBLE
THEREAFTER; AND (III) DURING THE EFFECTIVENESS PERIOD, MAINTAIN THE LISTING OF
SUCH SHARES ON SUCH TRADING MARKET.
(F)
COMPLY IN ALL MATERIAL RESPECTS WITH ALL RULES AND REGULATIONS OF THE SEC
APPLICABLE TO THE REGISTRATION OF THE SHARES.
7.3
REGISTRATION EXPENSES.
THE COMPANY SHALL PAY ALL FEES AND EXPENSES
INCIDENT TO THE PERFORMANCE OF OR COMPLIANCE WITH SECTION 7 OF THIS AGREEMENT BY
THE COMPANY, INCLUDING WITHOUT LIMITATION (A) ALL REGISTRATION AND FILING FEES
AND EXPENSES, INCLUDING WITHOUT LIMITATION THOSE RELATED TO FILINGS WITH THE
SEC, ANY TRADING MARKET, AND IN CONNECTION WITH APPLICABLE STATE SECURITIES OR
BLUE SKY LAWS, (B) PRINTING EXPENSES (INCLUDING WITHOUT LIMITATION
19
EXPENSES OF PRINTING CERTIFICATES FOR REGISTRABLE SECURITIES), (C) MESSENGER,
TELEPHONE AND DELIVERY EXPENSES, (D) FEES AND DISBURSEMENTS OF COUNSEL FOR THE
COMPANY, (E) FEES AND EXPENSES OF ALL OTHER PERSONS RETAINED BY THE COMPANY IN
CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, AND (F) ALL LISTING FEES TO BE PAID BY THE COMPANY TO THE TRADING
MARKET.
7.4
INDEMNIFICATION
(A)
INDEMNIFICATION BY THE COMPANY.
THE COMPANY SHALL, NOTWITHSTANDING ANY
TERMINATION OF THIS AGREEMENT, INDEMNIFY AND HOLD HARMLESS THE PURCHASER, AND
THE AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, MEMBERS, AGENTS AND EMPLOYEES OF
THE PURCHASER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FROM AND
AGAINST ANY AND ALL LOSSES, AS INCURRED, ARISING OUT OF OR RELATING TO ANY
UNTRUE OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN THE
REGISTRATION STATEMENT, ANY PROSPECTUS OR ANY FORM OF COMPANY PROSPECTUS OR IN
ANY AMENDMENT OR SUPPLEMENT THERETO OR IN ANY COMPANY PRELIMINARY PROSPECTUS, OR
ARISING OUT OF OR RELATING TO ANY OMISSION OR ALLEGED OMISSION OF A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN
(IN THE CASE OF ANY PROSPECTUS OR FORM OF PROSPECTUS OR SUPPLEMENT THERETO, IN
THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE) NOT MISLEADING,
EXCEPT TO THE EXTENT, BUT ONLY TO THE EXTENT, THAT (A) SUCH UNTRUE STATEMENTS,
ALLEGED UNTRUE STATEMENTS, OMISSIONS OR ALLEGED OMISSIONS ARE BASED SOLELY UPON
INFORMATION REGARDING THE PURCHASER FURNISHED IN WRITING TO THE COMPANY BY THE
PURCHASER
FOR USE THEREIN, OR TO THE EXTENT THAT SUCH INFORMATION RELATES TO
THE PURCHASER OR THE PURCHASER'S PROPOSED METHOD OF DISTRIBUTION OF REGISTRABLE
SECURITIES AND WAS REVIEWED AND EXPRESSLY APPROVED BY THE PURCHASER EXPRESSLY
FOR USE IN THE REGISTRATION STATEMENT, OR (B) WITH RESPECT TO ANY PROSPECTUS, IF
THE UNTRUE STATEMENT OR OMISSION OF MATERIAL FACT CONTAINED IN SUCH PROSPECTUS
WAS CORRECTED ON A TIMELY BASIS IN THE PROSPECTUS, AS THEN AMENDED OR
SUPPLEMENTED, IF SUCH CORRECTED PROSPECTUS