MATERIAL FACT OR OMIT TO STATE ANY FACT
NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING; PROVIDED THAT UPON
RECEIPT OF SUCH NOTIFICATION FROM THE COMPANY, THE INVESTORS WILL NOT OFFER OR
SELL REGISTRABLE SHARES PURSUANT TO SUCH PROSPECTUS UNTIL THE COMPANY HAS
NOTIFIED THE INVESTORS THAT IT HAS PREPARED A SUPPLEMENT OR AMENDMENT TO SUCH
PROSPECTUS AND DELIVERED COPIES OF SUCH SUPPLEMENT OR AMENDMENT TO THE INVESTORS
(IT BEING UNDERSTOOD AND AGREED BY THE COMPANY THAT THE FOREGOING PROVISO SHALL
IN NO WAY DIMINISH OR OTHERWISE IMPAIR THE COMPANY'S OBLIGATION TO AS PROMPTLY
AS POSSIBLE PREPARE A PROSPECTUS AMENDMENT OR SUPPLEMENT AS ABOVE PROVIDED IN
THIS SECTION 4(D) AND DELIVER COPIES OF SAME AS PROVIDED IN SECTION 4(H)
HEREOF), AND IT BEING FURTHER UNDERSTOOD THAT, IN THE CASE OF THE MANDATORY
REGISTRATION STATEMENT, ANY SUCH PERIOD DURING WHICH THE INVESTORS ARE
RESTRICTED FROM OFFERING OR SELLING REGISTRABLE SHARES SHALL CONSTITUTE A
SUSPENSION PERIOD.
(E)
UPON THE OCCURRENCE OF ANY EVENT DESCRIBED IN SECTION 4(D) HEREOF,
AS PROMPTLY AS POSSIBLE, PREPARE A SUPPLEMENT OR AMENDMENT, INCLUDING A
POST-EFFECTIVE AMENDMENT, TO THE REGISTRATION STATEMENT OR A SUPPLEMENT TO THE
RELATED PROSPECTUS OR ANY DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED
THEREIN BY REFERENCE, AND FILE ANY OTHER REQUIRED DOCUMENT SO THAT, AS
THEREAFTER DELIVERED, NEITHER THE REGISTRATION STATEMENT NOR SUCH PROSPECTUS
WILL CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT 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 ARE MADE, NOT MISLEADING.
(F)
USE COMMERCIALLY REASONABLE EFFORTS TO AVOID THE ISSUANCE OF OR,
IF ISSUED, OBTAIN THE WITHDRAWAL OF, (I) ANY ORDER SUSPENDING THE EFFECTIVENESS
OF ANY REGISTRATION STATEMENT OR (II) ANY SUSPENSION OF THE QUALIFICATION (OR
EXEMPTION FROM QUALIFICATION) OF ANY OF THE REGISTRABLE SHARES FOR SALE IN ANY
JURISDICTION, AS PROMPTLY AS POSSIBLE (IT BEING UNDERSTOOD THAT, IN THE CASE OF
THE MANDATORY REGISTRATION STATEMENT, ANY PERIOD DURING WHICH THE EFFECTIVENESS
OF THE MANDATORY REGISTRATION STATEMENT OR THE QUALIFICATION OF ANY REGISTRABLE
SHARES IS SUSPENDED SHALL CONSTITUTE A SUSPENSION PERIOD).
6
(G)
PROMPTLY FURNISH TO AN INVESTOR, UPON RECEIPT OF A WRITTEN REQUEST
AND WITHOUT CHARGE, AT LEAST ONE CONFORMED COPY OF EACH REGISTRATION STATEMENT
AND EACH AMENDMENT THERETO, AND ALL EXHIBITS TO THE EXTENT REQUESTED BY SUCH
INVESTOR IN SUCH REQUEST (INCLUDING THOSE PREVIOUSLY FURNISHED OR INCORPORATED
BY REFERENCE).
(H)
AS PROMPTLY AS POSSIBLE FURNISH TO EACH SELLING INVESTOR, WITHOUT
CHARGE, SUCH NUMBER OF COPIES OF A PROSPECTUS, INCLUDING A PRELIMINARY
PROSPECTUS, IF APPLICABLE, IN CONFORMITY WITH THE REQUIREMENTS OF THE SECURITIES
ACT, AND SUCH OTHER DOCUMENTS (INCLUDING, WITHOUT LIMITATION, PROSPECTUS
AMENDMENTS AND SUPPLEMENTS) AS EACH SUCH SELLING INVESTOR MAY REASONABLY REQUEST
IN ORDER TO FACILITATE THE DISPOSITION OF THE REGISTRABLE SHARES COVERED BY SUCH
PROSPECTUS AND ANY AMENDMENT OR SUPPLEMENT THERETO.
THE COMPANY HEREBY CONSENTS
TO THE USE OF SUCH PROSPECTUS AND EACH AMENDMENT OR SUPPLEMENT THERETO BY EACH
OF THE SELLING INVESTORS IN CONNECTION WITH THE