STATEMENT HAS BEEN COMPLETED; PROVIDED, HOWEVER, THAT, IN THE CASE
OF ANY REGISTRATION OF REGISTRABLE SECURITIES THAT ARE INTENDED TO BE OFFERED ON
A CONTINUOUS OR DELAYED BASIS, SUBJECT TO COMPLIANCE WITH APPLICABLE SEC RULES,
THE COMPANY SHALL USE REASONABLE EFFORTS TO KEEP THE REGISTRATION STATEMENT
EFFECTIVE (INCLUDING BY AMENDMENT, SUPPLEMENT OR REPLACEMENT) UNTIL SUCH
SECURITIES ARE NO LONGER REGISTRABLE SECURITIES;
(B)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS
TO SUCH REGISTRATION STATEMENT, AND THE PROSPECTUS USED IN CONNECTION WITH SUCH
REGISTRATION STATEMENT, AS MAY BE NECESSARY TO COMPLY WITH THE SECURITIES ACT IN
ORDER TO ENABLE THE DISPOSITION OF ALL REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT;
(C)
FURNISH TO THE SELLING HOLDERS SUCH NUMBERS OF COPIES OF A
PROSPECTUS, INCLUDING A PRELIMINARY PROSPECTUS, AS REQUIRED BY THE SECURITIES
ACT, AND SUCH OTHER DOCUMENTS AS THE HOLDERS MAY REASONABLY REQUEST IN ORDER TO
FACILITATE THEIR DISPOSITION OF THEIR REGISTRABLE SECURITIES;
(D)
USE REASONABLE EFFORTS TO REGISTER AND QUALIFY THE REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER APPLICABLE SECURITIES
LAWS OF STATES OR OTHER JURISDICTIONS; PROVIDED, THAT THE COMPANY IS NOT
REQUIRED TO QUALIFY TO DO BUSINESS OR TO FILE A GENERAL CONSENT TO SERVICE OF
PROCESS IN ANY SUCH STATES OR JURISDICTIONS, UNLESS THE COMPANY IS ALREADY
SUBJECT TO SERVICE IN SUCH JURISDICTION AND EXCEPT AS MAY BE REQUIRED BY THE
SECURITIES ACT;
(E)
IN THE EVENT OF ANY UNDERWRITTEN PUBLIC OFFERING, ENTER INTO
AND PERFORM ITS OBLIGATIONS UNDER AN UNDERWRITING AGREEMENT, IN USUAL AND
CUSTOMARY FORM, WITH THE UNDERWRITER(S) OF SUCH OFFERING;
(F)
USE REASONABLE EFFORTS TO CAUSE ALL SUCH REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT TO BE LISTED ON AN ELIGIBLE
MARKET;
7
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(G)
PROVIDE A TRANSFER AGENT AND REGISTRAR FOR ALL REGISTRABLE
SECURITIES REGISTERED PURSUANT TO THIS AGREEMENT AND PROVIDE A CUSIP NUMBER FOR
ALL SUCH REGISTRABLE SECURITIES, IN EACH CASE NOT LATER THAN THE EFFECTIVE DATE
OF SUCH REGISTRATION;
(H)
PROMPTLY MAKE AVAILABLE FOR INSPECTION BY THE SELLING HOLDERS,
ANY MANAGING UNDERWRITER(S) PARTICIPATING IN ANY DISPOSITION PURSUANT TO SUCH
REGISTRATION STATEMENT, AND ANY ATTORNEY OR ACCOUNTANT OR OTHER AGENT RETAINED
BY ANY SUCH UNDERWRITER OR SELECTED BY THE SELLING HOLDERS, ALL FINANCIAL AND
OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS, AND PROPERTIES OF THE COMPANY, AND
CAUSE THE COMPANY'S OFFICERS, DIRECTORS, EMPLOYEES, AND INDEPENDENT ACCOUNTANTS
TO SUPPLY ALL INFORMATION REASONABLY REQUESTED BY ANY SUCH SELLER, UNDERWRITER,
ATTORNEY, ACCOUNTANT, OR AGENT, IN EACH CASE, AS NECESSARY OR ADVISABLE TO
VERIFY THE ACCURACY OF THE INFORMATION IN SUCH REGISTRATION STATEMENT;
(I)
NOTIFY EACH SELLING HOLDER, PROMPTLY AFTER THE COMPANY
RECEIVES NOTICE THEREOF, OF THE TIME WHEN SUCH REGISTRATION STATEMENT HAS BEEN
DECLARED EFFECTIVE OR A SUPPLEMENT TO ANY PROSPECTUS FORMING A PART OF SUCH
REGISTRATION STATEMENT HAS BEEN FILED; AND
(J)
AFTER SUCH REGISTRATION STATEMENT BECOMES EFFECTIVE, NOTIFY
EACH SELLING HOLDER OF ANY REQUEST BY THE SEC THAT THE COMPANY AMEND OR
SUPPLEMENT SUCH REGISTRATION STATEMENT OR PROSPECTUS.
2.5
FURNISH INFORMATION. IT WILL BE A CONDITION PRECEDENT TO THE
OBLIGATIONS OF THE COMPANY