UNDER THE SECURITIES OR "BLUE SKY"
LAWS OF ANY JURISDICTION OR ITS RECEIPT OF ACTUAL NOTICE OF THE INITIATION OR
THREATENING OF ANY PROCEEDING FOR SUCH PURPOSE.
F.
THE COMPANY SHALL NOTIFY LEGAL
COUNSEL AND EACH INVESTOR IN WRITING OF THE HAPPENING OF ANY EVENT, AS PROMPTLY
AS PRACTICABLE AFTER BECOMING AWARE OF SUCH EVENT, AS A RESULT OF WHICH ANY
PROSPECTUS INCLUDED IN, OR RELATING TO, A REGISTRATION STATEMENT, AS THEN IN
EFFECT, INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMISSION 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, AND PROMPTLY PREPARE AND FILE WITH THE SEC A SUPPLEMENT OR AMENDMENT
TO SUCH REGISTRATION STATEMENT TO CORRECT SUCH UNTRUE STATEMENT OR OMISSION, AND
DELIVER AT LEAST ONE COPY OF SUCH SUPPLEMENT OR AMENDMENT TO LEGAL COUNSEL AND
EACH INVESTOR.
THE COMPANY SHALL ALSO PROMPTLY NOTIFY LEGAL COUNSEL AND EACH
INVESTOR IN WRITING (I) WHEN A PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR
POST-EFFECTIVE AMENDMENT HAS BEEN FILED, AND WHEN A REGISTRATION STATEMENT OR
ANY POST-EFFECTIVE AMENDMENT HAS BECOME EFFECTIVE (NOTIFICATION OF SUCH
EFFECTIVENESS SHALL BE DELIVERED TO LEGAL COUNSEL AND EACH INVESTOR BY FACSIMILE
ON THE SAME DAY OF SUCH EFFECTIVENESS), (II) OF ANY REQUEST BY THE SEC FOR
AMENDMENTS OR SUPPLEMENTS TO A REGISTRATION STATEMENT OR RELATED PROSPECTUS OR
RELATED INFORMATION, AND (III) OF THE COMPANY'S REASONABLE DETERMINATION THAT A
POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT WOULD BE APPROPRIATE.
G.
THE COMPANY SHALL USE ITS REASONABLE
BEST EFFORTS TO PREVENT THE ISSUANCE OF ANY STOP ORDER OR OTHER SUSPENSION OF
EFFECTIVENESS OF A REGISTRATION STATEMENT, OR THE SUSPENSION OF THE
QUALIFICATION OF ANY OF THE REGISTRABLE SECURITIES FOR SALE IN ANY JURISDICTION
AND, IF SUCH AN ORDER OR SUSPENSION IS ISSUED, TO OBTAIN THE WITHDRAWAL OF SUCH
ORDER OR SUSPENSION AT THE EARLIEST POSSIBLE MOMENT AND TO NOTIFY LEGAL COUNSEL
AND EACH INVESTOR WHO HOLDS REGISTRABLE SECURITIES BEING SOLD OF THE ISSUANCE OF
SUCH ORDER AND THE RESOLUTION THEREOF OR ITS RECEIPT OF ACTUAL NOTICE OF THE
INITIATION OR THREAT OF ANY PROCEEDING FOR SUCH PURPOSE.
9
H.
AT THE REASONABLE REQUEST (IN THE
CONTEXT OF THE SECURITIES LAWS) OF ANY INVESTOR, OR IN THE CASE OF AN
UNDERWRITTEN OFFERING UPON THE REQUEST OF ANY UNDERWRITER, THE COMPANY SHALL
FURNISH TO SUCH INVESTOR OR UNDERWRITER, AS THE CASE MAY BE, ON THE DATE OF THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT AND ON SUCH OTHER DATES AS SUCH
INVESTOR OR UNDERWRITER MAY REASONABLY REQUEST (I) A "COMFORT LETTER," DATED
SUCH DATE, FROM THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS, IN FORM
AND SUBSTANCE AS IS CUSTOMARILY GIVEN BY INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS TO UNDERWRITERS IN AN UNDERWRITTEN PUBLIC OFFERING, ADDRESSED TO THE
INVESTORS AND ANY UNDERWRITERS (OR IF SUCH ACCOUNTANTS ARE PROHIBITED BY
GENERALLY ACCEPTED AUDITING STANDARDS FROM ISSUING SUCH A "COMFORT LETTER" TO AN
INVESTOR, THE COMPANY SHALL FURNISH TO SUCH INVESTOR AN "AGREED UPON PROCEDURES"