IT IS THEN
REQUIRED TO DO SO) SUCH INFORMATION, DOCUMENTS AND REPORTS AS THE COMMISSION MAY
REQUIRE OR PRESCRIBE UNDER SECTION 15(D) OF THE EXCHANGE ACT.
THE COMPANY WILL,
FORTHWITH UPON WRITTEN REQUEST, FURNISH TO ANY HOLDER OF REGISTRABLE SECURITIES
A WRITTEN STATEMENT BY THE COMPANY THAT IT HAS COMPLIED WITH SUCH REPORTING
REQUIREMENTS.
IN ADDITION, THE COMPANY WILL TAKE SUCH OTHER MEASURES AND FILE
SUCH OTHER INFORMATION, DOCUMENTS AND REPORTS, AS MAY BE REQUIRED OF IT
HEREAFTER BY THE COMMISSION AS A CONDITION TO THE AVAILABILITY OF RULE 144 UNDER
THE SECURITIES ACT (OR ANY SIMILAR EXEMPTIVE PROVISION HEREAFTER IN EFFECT).
SECTION 9.
HOLDER INFORMATION.
THE
RIGHTS OF EACH HOLDER OF REGISTRABLE SECURITIES TO PARTICIPATE IN ANY
REGISTRATION TO BE EFFECTED PURSUANT TO THIS AGREEMENT IS SUBJECT TO SUCH HOLDER
FURNISHING THE COMPANY WITH SUCH INFORMATION WITH RESPECT TO SUCH HOLDER AND THE
DISTRIBUTION OF SUCH REGISTRABLE SECURITIES AS THE COMPANY MAY FROM TIME TO TIME
REASONABLY REQUEST AND AS MAY BE REQUIRED BY LAW OR BY THE COMMISSION IN
CONNECTION THEREWITH, AND EACH HOLDER OF REGISTRABLE SECURITIES AS TO WHICH ANY
REGISTRATION IS TO BE EFFECTED PURSUANT TO THIS AGREEMENT SHALL FURNISH THE
COMPANY WITH SUCH INFORMATION BY A WRITTEN INSTRUMENT EXECUTED BY SUCH HOLDER.
SECTION 10.
SUSPENSION OF SALES.
UPON RECEIPT
OF WRITTEN NOTICE FROM THE COMPANY THAT A REGISTRATION STATEMENT OR PROSPECTUS
CONTAINS 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
NOT MISLEADING (A "MISSTATEMENT"), EACH HOLDER OF REGISTRABLE SECURITIES SHALL
FORTHWITH DISCONTINUE DISPOSITION OF REGISTRABLE SECURITIES UNTIL SUCH HOLDER
HAS RECEIVED COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS THAT CORRECTS SUCH
MISSTATEMENT, OR UNTIL SUCH HOLDER IS ADVISED IN WRITING BY THE COMPANY THAT THE
USE OF THE PROSPECTUS MAY BE RESUMED, AND, IF SO DIRECTED BY THE COMPANY, SUCH
HOLDER SHALL DELIVER TO THE COMPANY (AT THE COMPANY'S EXPENSE) ALL COPIES, OTHER
THAN PERMANENT FILE COPIES THEN IN SUCH HOLDER'S POSSESSION, OF THE PROSPECTUS
COVERING SUCH REGISTRABLE SECURITIES CURRENT AT THE TIME OF RECEIPT OF SUCH
NOTICE.
8
SECTION 11.
FORMS.
ALL REFERENCES IN THIS
AGREEMENT TO PARTICULAR FORMS OF REGISTRATION STATEMENTS ARE INTENDED TO
INCLUDE, AND WILL BE DEEMED TO INCLUDE, REFERENCES TO ALL SUCCESSOR FORMS WHICH
ARE INTENDED TO REPLACE, OR TO APPLY TO SIMILAR TRANSACTIONS AS, THE FORMS
HEREIN REFERENCED.
SECTION 12.
MISCELLANEOUS.
12.1
WAIVERS AND AMENDMENTS.
WITH THE WRITTEN CONSENT
OF THE HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES THEN OUTSTANDING, THE
OBLIGATIONS OF THE COMPANY AND THE RIGHTS OF THE HOLDERS UNDER THIS AGREEMENT
MAY BE WAIVED (EITHER GENERALLY OR IN A PARTICULAR INSTANCE, EITHER
RETROACTIVELY OR PROSPECTIVELY AND EITHER FOR A SPECIFIED PERIOD OF TIME OR
INDEFINITELY), AND WITH THE SAME CONSENT THE COMPANY MAY ENTER INTO A
SUPPLEMENTARY AGREEMENT FOR THE PURPOSE OF ADDING ANY PROVISIONS TO OR CHANGING
IN ANY MANNER OR ELIMINATING ANY OF THE PROVISIONS OF THIS AGREEMENT OR OF ANY
SUPPLEMENTAL AGREEMENT OR