AN ORDER IS ISSUED, WILL USE ITS BEST
EFFORTS TO OBTAIN THE WITHDRAWAL OF SUCH ORDER AT THE EARLIEST POSSIBLE TIME AND
TO NOTIFY THE HOLDER OF THE ISSUANCE OF SUCH ORDER AND THE RESOLUTION THEREOF.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, IF THE USE OF A REGISTRATION STATEMENT IS SUSPENDED
BY THE COMPANY, THE COMPANY WILL PROMPTLY (BUT IN NO EVENT MORE THAN TWO
BUSINESS DAYS) GIVE NOTICE OF THE SUSPENSION TO THE HOLDER, AND WILL PROMPTLY
(BUT IN NO EVENT MORE THAN TWO BUSINESS DAYS) NOTIFY THE HOLDER AS SOON AS THE
USE OF SUCH REGISTRATION STATEMENT MAY BE RESUMED.
SECTION 6.09.
TRANSFER AGENT; REGISTRAR.
THE COMPANY WILL PROVIDE A
TRANSFER AGENT AND REGISTRAR, WHICH MAY BE A SINGLE ENTITY, FOR THE REGISTRABLE
SECURITIES NOT LATER THAN THE EFFECTIVE DATE OF A REGISTRATION STATEMENT.
SECTION 6.10.
SHARE CERTIFICATES.
THE COMPANY WILL COOPERATE WITH THE
HOLDER AND WITH THE MANAGING UNDERWRITER(S), IF ANY, TO FACILITATE THE TIMELY
PREPARATION AND DELIVERY OF CERTIFICATES (NOT BEARING ANY RESTRICTIVE LEGENDS)
REPRESENTING REGISTRABLE SECURITIES TO BE OFFERED PURSUANT TO A REGISTRATION
STATEMENT AND WILL ENABLE SUCH CERTIFICATES TO BE IN SUCH DENOMINATIONS OR
AMOUNTS AS THE CASE MAY BE, AND REGISTERED IN SUCH NAMES AS THE HOLDER OR THE
MANAGING UNDERWRITER(S), IF ANY, MAY REASONABLY REQUEST.
SECTION 6.11.
PLAN OF DISTRIBUTION.
AT THE REASONABLE REQUEST OF THE
HOLDER, THE COMPANY WILL PROMPTLY PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS
(INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO A REGISTRATION
STATEMENT, AND THE PROSPECTUS USED IN CONNECTION WITH SUCH REGISTRATION
STATEMENT, AS MAY BE NECESSARY IN ORDER TO CHANGE THE PLAN OF DISTRIBUTION SET
FORTH IN SUCH REGISTRATION STATEMENT.
SECTION 6.12.
SECURITIES LAWS COMPLIANCE.
THE COMPANY WILL COMPLY
WITH ALL APPLICABLE LAWS RELATED TO ANY REGISTRATION STATEMENT RELATING TO THE
OFFER AND SALE OF REGISTRABLE
19
SECURITIES AND WITH ALL APPLICABLE RULES AND REGULATIONS OF GOVERNMENTAL
AUTHORITIES IN CONNECTION THEREWITH (INCLUDING, WITHOUT LIMITATION, THE
SECURITIES ACT, THE EXCHANGE ACT AND THE RULES AND REGULATIONS PROMULGATED BY
THE SEC).
SECTION 6.13.
FURTHER ASSURANCES.
THE COMPANY WILL TAKE ALL OTHER
REASONABLE ACTIONS AS THE HOLDER OR THE UNDERWRITERS, IF ANY, MAY REASONABLY
REQUEST TO EXPEDITE AND FACILITATE DISPOSITION BY THE HOLDER OF THE REGISTRABLE
SECURITIES PURSUANT TO ANY REGISTRATION STATEMENT.
SECTION 6.14.
EXPENSES.
THE COMPANY WILL BEAR ALL REASONABLE
EXPENSES, OTHER THAN UNDERWRITING DISCOUNTS AND COMMISSIONS, AND TRANSFER TAXES,
IF ANY, INCURRED IN CONNECTION WITH REGISTRATIONS, FILINGS OR QUALIFICATIONS
PURSUANT TO ARTICLE VI OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ALL
REGISTRATION, LISTING AND QUALIFICATIONS FEES, PRINTERS AND ACCOUNTING FEES, THE
FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY, AND THE REASONABLE FEES AND
DISBURSEMENTS OF THE HOLDER'S LEGAL COUNSEL.
SECTION 6.15.
INDEMNIFICATION.
IN THE EVENT THAT ANY REGISTRABLE
SECURITIES ARE INCLUDED IN A REGISTRATION STATEMENT UNDER THIS AGREEMENT:
(A)
TO THE EXTENT PERMITTED BY LAW, THE COMPANY
WILL INDEMNIFY, DEFEND AND HOLD HARMLESS THE HOLDER, AND AGENTS, EMPLOYEES,
ATTORNEYS, ACCOUNTANTS, UNDERWRITERS (AS DEFINED IN THE SECURITIES ACT) FOR THE
HOLDER AND ANY