AND FILE IN THOSE
JURISDICTIONS ANY AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) AND
SUPPLEMENTS TO SUCH REGISTRATIONS AND QUALIFICATIONS AS MAY BE NECESSARY TO
MAINTAIN THEIR EFFECTIVENESS DURING THE REGISTRATION PERIOD, (C) TAKE ANY OTHER
ACTIONS NECESSARY TO MAINTAIN SUCH REGISTRATIONS AND QUALIFICATIONS IN EFFECT AT
ALL TIMES DURING THE REGISTRATION PERIOD, AND (D) TAKE ANY OTHER ACTIONS
REASONABLY NECESSARY OR ADVISABLE TO QUALIFY THE REGISTRABLE SECURITIES FOR SALE
IN SUCH JURISDICTIONS.
NOTWITHSTANDING THE FOREGOING, THE COMPANY IS NOT
REQUIRED, IN CONNECTION WITH SUCH OBLIGATIONS, TO (I) QUALIFY TO DO BUSINESS IN
ANY JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR
THIS SECTION 3.4, (II) SUBJECT ITSELF TO GENERAL TAXATION IN ANY SUCH
JURISDICTION, (III) FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH
JURISDICTION, (IV) PROVIDE ANY UNDERTAKINGS THAT CAUSE MATERIAL EXPENSE OR
MATERIAL BURDEN TO THE COMPANY, OR (V) MAKE ANY CHANGE IN ITS CHARTER OR BYLAWS,
WHICH IN EACH CASE THE BOARD OF DIRECTORS OF THE COMPANY DETERMINES TO BE
CONTRARY TO THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS.
3.5
IF THE HOLDERS WHO HOLD A MAJORITY IN
INTEREST OF THE REGISTRABLE SECURITIES ELECT TO DISPOSE OF REGISTRABLE
SECURITIES UNDER A REGISTRATION STATEMENT PURSUANT TO AN UNDERWRITTEN PUBLIC
OFFERING, THE COMPANY SHALL, AT THE REQUEST OF SUCH HOLDERS, ENTER INTO AN
UNDERWRITING AGREEMENT IN CUSTOMARY FORM WITH THE MANAGING UNDERWRITER(S) SO
LONG AS SUCH UNDERWRITERS ARE REASONABLY ACCEPTABLE TO THE COMPANY.
3.6
(A)
THE
COMPANY WILL NOTIFY (BY TELEPHONE AND ALSO BY FACSIMILE AND REPUTABLE OVERNIGHT
COURIER) EACH HOLDER WHO HOLDS REGISTRABLE SECURITIES BEING SOLD PURSUANT TO A
REGISTRATION STATEMENT OF 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
OMITS TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
THE COMPANY WILL MAKE SUCH NOTIFICATION AS PROMPTLY AS
PRACTICABLE (BUT IN NO EVENT MORE THAN TWO (2) BUSINESS DAYS) AFTER THE COMPANY
BECOMES AWARE OF THE EVENT, WILL PROMPTLY (BUT IN NO EVENT MORE
5
THAN TEN (10) BUSINESS DAYS) PREPARE AND FILE A SUPPLEMENT OR AMENDMENT TO THE
REGISTRATION STATEMENT TO CORRECT SUCH UNTRUE STATEMENT OR OMISSION, AND WILL
DELIVER A NUMBER OF COPIES OF SUCH SUPPLEMENT OR AMENDMENT TO EACH HOLDER AS
SUCH HOLDER MAY REASONABLY REQUEST.
(B)
NOTWITHSTANDING THE OBLIGATIONS UNDER
SECTION 3.6(A), IF IN THE GOOD FAITH JUDGMENT OF THE COMPANY, FOLLOWING
CONSULTATION WITH LEGAL COUNSEL, IT WOULD BE DETRIMENTAL TO THE COMPANY AND ITS
SHAREHOLDERS FOR RESALES OF REGISTRABLE SECURITIES TO BE MADE PURSUANT TO THE
REGISTRATION STATEMENT DUE TO THE EXISTENCE OF A MATERIAL DEVELOPMENT OR
POTENTIAL MATERIAL DEVELOPMENT INVOLVING THE COMPANY WHICH THE COMPANY WOULD BE
OBLIGATED TO DISCLOSE IN THE REGISTRATION STATEMENT, BUT WHICH DISCLOSURE WOULD
BE PREMATURE OR OTHERWISE INADVISABLE AT SUCH TIME