underwriter, if
any, with copies of any prospectus included therein (including a preliminary
prospectus and all amendments and supplements thereto), in such quantities as
may be reasonably necessary for the purposes of the proposed sale or
distribution covered by such registration.
The Company shall not, however, be
required to maintain the Registration Statement effective or to supply copies of
a prospectus for a period beyond ninety (90) days after the effective date of
such Registration Statement (one-hundred eighty (180) days in the case of a
Shelf Registration), or such longer period as is otherwise set forth herein or
agreed to by the Company, and, at the end of such period, the Company may
deregister any securities covered by such Registration Statement and not then
sold or distributed. In the event that the Company prepares and files with the
Commission a registration statement on any appropriate form under the Securities
Act (a "Registration Statement") providing for the sale of Registrable Stock
held by any Investor pursuant to its obligations under this Section 6, the
Company will:
(I)
UPON FILING A REGISTRATION STATEMENT OR ANY PROSPECTUS RELATED
THERETO (A "PROSPECTUS") OR ANY AMENDMENTS OR SUPPLEMENTS THERETO, FURNISH TO
THE INVESTORS WHOSE REGISTRABLE STOCK IS COVERED BY SUCH REGISTRATION STATEMENT
AND THE UNDERWRITERS, IF ANY, COPIES OF ALL SUCH DOCUMENTS;
(II)
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND
POST-EFFECTIVE AMENDMENTS TO THE REGISTRATION STATEMENT AS MAY BE NECESSARY TO
KEEP SUCH REGISTRATION STATEMENT EFFECTIVE FOR THE NINETY (90) DAY PERIOD
(ONE-HUNDRED EIGHTY (180) DAYS IN THE CASE OF A SHELF REGISTRATION) REFERENCED
IN SECTION 6(E); CAUSE THE RELATED PROSPECTUS TO BE
20
SUPPLEMENTED BY ANY REQUIRED PROSPECTUS SUPPLEMENT, AND AS SO SUPPLEMENTED, TO
BE FILED PURSUANT TO RULE 424 UNDER THE SECURITIES ACT; AND, COMPLY WITH THE
PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT DURING THE APPLICABLE PERIOD
IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE SELLERS THEREOF
SET FORTH IN SUCH REGISTRATION STATEMENT OR SUPPLEMENT TO SUCH PROSPECTUS;
(III)
PROMPTLY NOTIFY THE INVESTORS AND THE MANAGING UNDERWRITERS, IF
ANY, AND (IF REQUESTED BY ANY SUCH PERSON OR ENTITY) CONFIRM SUCH ADVICE IN
WRITING, (A) WHEN A PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE
AMENDMENT HAS BEEN FILED, AND, WITH RESPECT TO A REGISTRATION STATEMENT OR ANY
POST-EFFECTIVE AMENDMENT, WHEN THE SAME HAS BECOME EFFECTIVE, (B) OF ANY REQUEST
BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION FOR AMENDMENTS OR
SUPPLEMENTS TO A REGISTRATION STATEMENT OR RELATED PROSPECTUS OR FOR ADDITIONAL
INFORMATION, (C) OF THE ISSUANCE BY THE COMMISSION OR ANY STATE SECURITIES
COMMISSION OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF A REGISTRATION
STATEMENT OR THE INITIATION OF ANY PROCEEDINGS FOR THAT PURPOSE, (D) OF THE
RECEIPT BY THE COMPANY OF ANY NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE
QUALIFICATION OF ANY OF THE REGISTRABLE STOCK FOR SALE IN ANY JURISDICTION OR
THE INITIATION OR THREATENING OF ANY PROCEEDING FOR SUCH PURPOSE, AND (E) OF