the
Units purchased by the investor.
(iv)
Notwithstanding anything to the contrary contained in this Section
2, the Company shall not be required to pay the Investor liquidated damages
under this Section 2 to the extent that such Registrable Securities held by the
Investor may be sold by the Investor after one year pursuant to Rule 144 (as
defined in Section 8 below).
3.
Obligations of the Company. If and whenever the Company is
required by the provisions hereof to effect or cause the registration of any
Registrable Securities under the Securities Act as provided herein, the Company
shall:
(A)
USE ITS BEST EFFORTS TO PREPARE AND FILE WITH THE COMMISSION A
REGISTRATION STATEMENT WITH RESPECT TO SUCH REGISTRABLE SECURITIES AND USE
ITS
BEST
REASONABLE EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME AND
REMAIN EFFECTIVE;
(B)
USE ITS BEST EFFORTS TO PREPARE AND FILE WITH THE COMMISSION SUCH
AMENDMENTS TO SUCH REGISTRATION STATEMENT (INCLUDING POST-EFFECTIVE AMENDMENTS)
AND SUPPLEMENTS TO THE PROSPECTUS INCLUDED THEREIN AS MAY BE NECESSARY TO KEEP
SUCH REGISTRATION STATEMENT EFFECTIVE, SUBJECT TO THE QUALIFICATIONS IN SECTION
4(A), AND TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO
THE SALE OR OTHER DISPOSITION OF ALL REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT DURING SUCH PERIOD IN ACCORDANCE WITH THE INTENDED
METHODS OF DISPOSITION BY THE INVESTOR
SET FORTH IN SUCH REGISTRATION
STATEMENT;
3
(C)
FURNISH TO THE INVESTOR SUCH NUMBER OF COPIES OF SUCH REGISTRATION
STATEMENT AND OF EACH SUCH AMENDMENT AND SUPPLEMENT THERETO (IN EACH CASE
INCLUDING ALL EXHIBITS), SUCH NUMBER OF COPIES OF THE PROSPECTUS INCLUDED IN
SUCH REGISTRATION STATEMENT (INCLUDING EACH PRELIMINARY PROSPECTUS), IN
CONFORMITY WITH THE REQUIREMENTS OF THE SECURITIES ACT, AND SUCH OTHER
DOCUMENTS, AS THE INVESTOR MAY REASONABLY REQUEST, IN ORDER TO FACILITATE THE
PUBLIC SALE OR OTHER DISPOSITION OF THE REGISTRABLE SECURITIES OWNED BY THE
INVESTOR;
(D)
USE ITS BEST EFFORTS TO REGISTER AND/OR QUALIFY THE SECURITIES
COVERED BY THE REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR BLUE SKY
LAWS OF SUCH JURISDICTIONS AS SHALL BE REASONABLY REQUESTED BY THE HOLDERS
PARTICIPATING IN THE REGISTRATION AND AS MAY BE REASONABLY APPROPRIATE FOR THE
DISTRIBUTION OF SUCH REGISTRABLE SECURITIES, PROVIDED, HOWEVER, THAT
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN THE EVENT ANY
JURISDICTION IN WHICH THE SECURITIES SHALL BE QUALIFIED IMPOSES A NON-WAIVABLE
REQUIREMENT THAT EXPENSES INCURRED IN CONNECTION WITH THE QUALIFICATION OF THE
REGISTRABLE SECURITIES BE BORNE BY SELLING SHAREHOLDERS, THE HOLDERS SHALL PAY
THEIR PRO RATA SHARE OF SUCH EXPENSES;
(E)
NOTIFY THE INVESTOR AT ANY TIME WHEN A PROSPECTUS RELATING TO HIS
REGISTRABLE SECURITIES IS REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT, OF
THE COMPANY'S BECOMING AWARE THAT THE PROSPECTUS INCLUDED IN THE RELATED
REGISTRATION STATEMENT, AS THEN IN EFFECT, INCLUDES AN UNTRUE STATEMENT OF A
MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN
OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING IN LIGHT OF THE
CIRCUMSTANCES THEN EXISTING, AND PROMPTLY PREPARE AND FURNISH