30TH DAY AFTER THE INITIAL CLOSING DATE.
SUCH REGISTRATION STATEMENT
ALSO SHALL COVER, TO THE EXTENT ALLOWABLE UNDER THE SECURITIES ACT AND THE RULES
PROMULGATED THEREUNDER (INCLUDING RULE 416), SUCH INDETERMINATE NUMBER OF
ADDITIONAL SHARES OF COMMON STOCK RESULTING FROM STOCK SPLITS, STOCK DIVIDENDS
OR SIMILAR TRANSACTIONS WITH RESPECT TO THE REGISTRABLE SECURITIES.
EXPENSES OF REGISTRATION.
ALL REGISTRATION EXPENSES INCURRED IN CONNECTION WITH
THE REGISTRATION SHALL BE BORNE BY THE COMPANY.
UNLESS OTHERWISE STATED, ALL
SELLING EXPENSES RELATING TO SECURITIES REGISTERED ON BEHALF OF EACH PURCHASER
SHALL BE BORNE BY EACH PURCHASER OF SUCH SECURITIES PRO RATA ON THE BASIS OF THE
NUMBER OF SHARES SO REGISTERED EXCEPT THE LEGAL FEES AND DISBURSEMENTS OF ANY
COUNSEL FOR ANY HOLDER NOT REQUIRED TO BE PAID BY THE COMPANY WHICH SHALL BE
BORNE BY SUCH HOLDER.
REGISTRATION PROCEDURES.
AT ITS EXPENSE THE COMPANY WILL:
PREPARE AND FILE WITH THE COMMISSION THE REGISTRATION STATEMENT AND USE ITS
COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME
EFFECTIVE AS SOON AS POSSIBLE AFTER THE FILING THEREOF, AND KEEP THE
REGISTRATION STATEMENT EFFECTIVE PURSUANT TO RULE 415 AT ALL TIMES, SUBJECT TO
SECTION 7.4, UNTIL SUCH DATE AS IS THE EARLIER OF (I) THE DATE ON WHICH ALL
REGISTRABLE SECURITIES HAVE BEEN SOLD BY EACH HOLDER, AND (II) THE DATE ON WHICH
THE REGISTRATION RIGHTS TERMINATE AS SET FORTH IN SECTION 7.9;
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND POST-EFFECTIVE
AMENDMENTS TO THE REGISTRATION STATEMENT AND THE PROSPECTUS CONTAINED THEREIN AS
MAY BE NECESSARY TO KEEP THE REGISTRATION STATEMENT EFFECTIVE FOR THE PERIOD
REQUIRED HEREUNDER AND TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT AND
THE EXCHANGE ACT WITH RESPECT TO THE DISTRIBUTION OF ALL OF THE REGISTRABLE
SECURITIES COVERED THEREBY;
PROVIDE COPIES TO AND PERMIT SUCH COUNSEL AS IS DESIGNATED BY A PURCHASER, TO
REVIEW EACH REGISTRATION STATEMENT AND ALL AMENDMENTS AND SUPPLEMENTS THERETO NO
FEWER THAN THREE (3) BUSINESS DAYS PRIOR TO THEIR FILING WITH THE COMMISSION AND
NOT FILE ANY DOCUMENT TO WHICH SUCH COUNSEL REASONABLY OBJECTS;
FURNISH TO THE PURCHASERS AND THEIR RESPECTIVE LEGAL COUNSEL (I) PROMPTLY AFTER
THE SAME IS PREPARED AND PUBLICLY DISTRIBUTED, FILED WITH THE COMMISSION, OR
RECEIVED BY THE COMPANY (BUT NOT LATER THAN TWO (2) BUSINESS DAYS AFTER THE
FILING DATE, RECEIPT DATE OR SENDING DATE, AS THE CASE MAY BE) ONE (1) COPY OF
ANY REGISTRATION STATEMENT AND ANY AMENDMENT THERETO, EACH PRELIMINARY
PROSPECTUS AND PROSPECTUS AS CONTAINED THEREIN AND EACH AMENDMENT OR SUPPLEMENT
THERETO, AND EACH LETTER WRITTEN BY OR ON BEHALF OF THE COMPANY TO THE
COMMISSION OR THE STAFF OF THE COMMISSION, AND EACH ITEM OF CORRESPONDENCE FROM
THE COMMISSION OR THE STAFF OF THE COMMISSION, IN EACH CASE RELATING TO SUCH
REGISTRATION STATEMENT (OTHER THAN ANY PORTION OF ANY THEREOF WHICH CONTAINS
INFORMATION FOR WHICH THE COMPANY HAS SOUGHT CONFIDENTIAL TREATMENT), AND (II)
SUCH NUMBER OF COPIES OF A PROSPECTUS AS CONTAINED IN SUCH REGISTRATION
STATEMENT, INCLUDING A PRELIMINARY PROSPECTUS, AND ALL AMENDMENTS AND
SUPPLEMENTS THERETO