IF ANY, UPON REQUEST AND AT THE SOLE EXPENSE OF THE COMPANY, ONE
CONFORMED COPY OF THE REGISTRATION STATEMENT OR REGISTRATION STATEMENTS AND EACH
POST-EFFECTIVE AMENDMENT THERETO, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES,
AND ALL DOCUMENTS INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE
AND ALL EXHIBITS.
(F)
DELIVER DURING THE EFFECTIVENESS PERIOD (EXCEPT
DURING ANY DEFERRAL PERIOD) TO EACH SELLING HOLDER AND DESIGNATED COUNSEL, IF
ANY, AT THE SOLE EXPENSE OF THE COMPANY, AS MANY COPIES OF THE PROSPECTUS
(INCLUDING EACH FORM OF PRELIMINARY PROSPECTUS) AND EACH AMENDMENT OR SUPPLEMENT
THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN AS SUCH PERSONS MAY
REASONABLY REQUEST; AND, SUBJECT TO SECTIONS 4A(A) AND 4A(C) HEREOF, THE COMPANY
HEREBY CONSENTS (EXCEPT DURING ANY DEFERRAL PERIOD) TO THE USE OF SUCH
PROSPECTUS AND EACH AMENDMENT OR SUPPLEMENT THERETO BY EACH OF THE SELLING
HOLDERS OF REGISTRABLE SECURITIES AND DEALERS, IF ANY, IN CONNECTION WITH THE
OFFERING AND SALE OF THE REGISTRABLE SECURITIES COVERED BY SUCH PROSPECTUS AND
ANY AMENDMENT OR SUPPLEMENT THERETO IN THE MANNER SET FORTH THEREIN.
(G)
CAUSE THE COMPANY'S COUNSEL TO PERFORM BLUE SKY LAW
INVESTIGATIONS AND TO FILE REGISTRATIONS AND QUALIFICATIONS REQUIRED TO BE FILED
IN CONNECTION WITH THE REGISTRATION OR QUALIFICATION (OR EXEMPTION FROM SUCH
REGISTRATION OR QUALIFICATION) OF SUCH REGISTRABLE SECURITIES OR OFFER AND SALE
UNDER THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS WITHIN THE UNITED
STATES AS ANY SELLING HOLDER REASONABLY REQUESTS, USE ITS COMMERCIALLY
REASONABLE EFFORTS TO KEEP EACH SUCH REGISTRATION OR QUALIFICATION (OR EXEMPTION
THEREFROM) EFFECTIVE DURING THE PERIOD SUCH REGISTRATION STATEMENT IS REQUIRED
TO BE KEPT EFFECTIVE IN CONNECTION WITH SUCH HOLDER'S OFFER AND SALE OF
REGISTRABLE SECURITIES PURSUANT TO SUCH REGISTRATION OR QUALIFICATION (OR
EXEMPTION THEREFROM) AND DO ANY AND ALL OTHER ACTS OR THINGS REASONABLY
NECESSARY OR ADVISABLE UNDER BLUE SKY LAWS TO ENABLE THE DISPOSITION IN SUCH
JURISDICTIONS OF THE REGISTRABLE SECURITIES IN THE MANNER SET FORTH IN THE
REGISTRATION STATEMENT; PROVIDED THAT THE COMPANY SHALL NOT BE REQUIRED TO (I)
QUALIFY GENERALLY TO DO BUSINESS OR AS A DEALER IN ANY JURISDICTION WHERE IT IS
NOT THEN SO QUALIFIED, (II) TAKE ANY ACTION THAT WOULD SUBJECT IT TO GENERAL
SERVICE OF
10
PROCESS IN ANY SUCH JURISDICTION WHERE IT IS NOT THEN SO SUBJECT OR (III)
SUBJECT ITSELF TO TAXATION IN ANY SUCH JURISDICTION WHERE IT IS NOT THEN SO
SUBJECT.
(H)
COOPERATE WITH THE SELLING HOLDERS AND THEIR
RESPECTIVE COUNSEL TO FACILITATE THE TIMELY PREPARATION AND DELIVERY OF
CERTIFICATES REPRESENTING REGISTRABLE SECURITIES SOLD, WHICH CERTIFICATES SHALL
NOT BEAR ANY RESTRICTIVE LEGENDS AND SHALL BE IN A FORM ELIGIBLE FOR DEPOSIT
WITH THE DEPOSITORY TRUST COMPANY; AND ENABLE SUCH REGISTRABLE SECURITIES TO BE
IN SUCH DENOMINATIONS AND REGISTERED IN SUCH NAMES AS THE SELLING HOLDERS MAY
REASONABLY REQUEST AT LEAST TWO (2) BUSINESS DAYS PRIOR TO ANY SALE OF SUCH
REGISTRABLE SECURITIES.
(I)
UPON THE OCCURRENCE OF ANY EVENT CONTEMPLATED BY
SECTIONS 4(C)(II), 4(C)(III) OR 4(C)(IV) HEREOF, AS PROMPTLY AS PRACTICABLE
PREPARE AND (SUBJECT TO SECTION 4(A)