TO COMPLY WITH THE
PROVISIONS OF THE SECURITIES ACT (INCLUDING THE ANTI-FRAUD PROVISIONS THEREOF)
AND TO KEEP THE REGISTRATION STATEMENT EFFECTIVE FOR 12 MONTHS FROM THE
EFFECTIVE DATE OR SUCH LESSER PERIOD UNTIL ALL SUCH REGISTRABLE SHARES ARE SOLD;
(III)
AS EXPEDITIOUSLY AS POSSIBLE FURNISH TO EACH SELLING STOCKHOLDER
SUCH REASONABLE NUMBERS OF COPIES OF THE PROSPECTUS, INCLUDING ANY PRELIMINARY
PROSPECTUS, IN CONFORMITY WITH THE REQUIREMENTS OF THE SECURITIES ACT, AND SUCH
OTHER DOCUMENTS AS SUCH SELLING STOCKHOLDER MAY REASONABLY REQUEST IN ORDER TO
FACILITATE THE PUBLIC SALE OR OTHER DISPOSITION OF THE REGISTRABLE SHARES OWNED
BY SUCH SELLING STOCKHOLDER;
(IV)
AS EXPEDITIOUSLY AS POSSIBLE USE ITS BEST EFFORTS TO REGISTER OR
QUALIFY THE REGISTRABLE SHARES COVERED BY THE REGISTRATION STATEMENT UNDER THE
SECURITIES OR BLUE SKY LAWS OF SUCH STATES AS THE SELLING STOCKHOLDERS SHALL
REASONABLY REQUEST, AND DO ANY AND ALL OTHER ACTS AND THINGS THAT MAY BE
NECESSARY OR DESIRABLE TO ENABLE THE SELLING STOCKHOLDERS TO CONSUMMATE THE
PUBLIC SALE OR OTHER DISPOSITION IN SUCH STATES OF THE REGISTRABLE SHARES OWNED
BY THE SELLING STOCKHOLDERS; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE
REQUIRED IN CONNECTION WITH THIS PARAGRAPH (IV) TO QUALIFY AS A FOREIGN
CORPORATION OR TO EXECUTE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY
JURISDICTION OR TO AMEND ITS CERTIFICATE OF INCORPORATION OR BY-LAWS IN A MANNER
THAT THE BOARD OF DIRECTORS OF THE COMPANY DETERMINES IS INADVISABLE;
(V)
AS EXPEDITIOUSLY AS POSSIBLE, CAUSE ALL SUCH REGISTRABLE SHARES TO
BE LISTED ON EACH SECURITIES EXCHANGE OR AUTOMATED QUOTATION SYSTEM ON WHICH
SIMILAR SECURITIES ISSUED BY THE COMPANY ARE THEN LISTED;
(VI)
PROMPTLY PROVIDE A TRANSFER AGENT AND REGISTRAR FOR ALL SUCH
REGISTRABLE SHARES NOT LATER THAN THE EFFECTIVE DATE OF SUCH REGISTRATION
STATEMENT;
(VII)
PROMPTLY MAKE AVAILABLE FOR INSPECTION BY THE SELLING
STOCKHOLDERS, ANY MANAGING UNDERWRITER PARTICIPATING IN ANY DISPOSITION PURSUANT
TO SUCH REGISTRATION STATEMENT, AND ANY ATTORNEY OR ACCOUNTANT OR OTHER AGENT
RETAINED BY ANY SUCH UNDERWRITER OR SELECTED BY THE SELLING STOCKHOLDERS, ALL
FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE
COMPANY AND CAUSE THE COMPANY'S OFFICERS, DIRECTORS, EMPLOYEES AND INDEPENDENT
ACCOUNTANTS TO SUPPLY ALL INFORMATION REASONABLY REQUESTED BY ANY SUCH SELLER,
UNDERWRITER, ATTORNEY, ACCOUNTANT OR AGENT IN CONNECTION WITH SUCH REGISTRATION
STATEMENT;
(VIII)
NOTIFY EACH SELLING STOCKHOLDER, PROMPTLY AFTER IT SHALL RECEIVE
NOTICE THEREOF, OF THE TIME WHEN SUCH REGISTRATION STATEMENT HAS BECOME
EFFECTIVE OR A SUPPLEMENT TO ANY PROSPECTUS FORMING A PART OF SUCH REGISTRATION
STATEMENT HAS BEEN FILED; AND
(IX)
AS EXPEDITIOUSLY AS POSSIBLE FOLLOWING THE EFFECTIVENESS OF SUCH
REGISTRATION STATEMENT, NOTIFY EACH SELLER OF SUCH REGISTRABLE SHARES OF ANY
REQUEST BY THE COMMISSION FOR THE AMENDING OR SUPPLEMENTING OF SUCH REGISTRATION
STATEMENT OR PROSPECTUS.
5
(B)
IF THE COMPANY HAS DELIVERED A PROSPECTUS TO THE SELLING
STOCKHOLDERS AND AFTER HAVING DONE SO THE PROSPECTUS IS AMENDED TO COMPLY WITH
THE REQUIREMENTS OF THE SECURITIES ACT, THE COMPANY SHALL PROMPTLY NOTIFY THE
SELLING STOCKHOLDERS AND, IF REQUESTED, THE SELLING STOCKHOLDERS SHALL
IMMEDIATELY CEASE MAKING