COMPLETED THE
DISTRIBUTION OF ALL SECURITIES PURCHASED BY IT).
(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 KEEP SUCH REGISTRATION STATEMENT
EFFECTIVE FOR THE PERIOD SPECIFIED IN PARAGRAPH (A) ABOVE AND TO COMPLY WITH THE
PROVISIONS OF THE ACT WITH RESPECT
4
TO THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH REGISTRATION STATEMENT IN
ACCORDANCE WITH THE SELLERS' INTENDED METHOD OF DISPOSITION SET FORTH IN SUCH
REGISTRATION STATEMENT FOR SUCH PERIOD.
(C)
FURNISH TO THE HOLDERS AND TO EACH UNDERWRITER SUCH NUMBERS OF
COPIES OF A REGISTRATION STATEMENT AND A PROSPECTUS, INCLUDING A PRELIMINARY
PROSPECTUS, IN CONFORMITY WITH THE REQUIREMENTS OF THE ACT, AND SUCH OTHER
DOCUMENTS AS THEY MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE PUBLIC SALE
OR DISPOSITION OF THE REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION
STATEMENT.
(D)
USE COMMERCIALLY REASONABLE EFFORTS TO REGISTER AND QUALIFY THE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR
BLUE SKY LAWS OF SUCH JURISDICTIONS AS SHALL BE REASONABLY REQUESTED BY THE
HOLDERS, OR IN THE CASE OF AN UNDERWRITTEN PUBLIC OFFERING, THE MANAGING
UNDERWRITER; PROVIDED THAT THE COMPANY SHALL NOT BE REQUIRED IN CONNECTION
THEREWITH OR AS A CONDITION THERETO TO QUALIFY TO DO BUSINESS OR TO FILE A
GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH STATES OR JURISDICTIONS.
(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 MANAGING UNDERWRITER OF SUCH OFFERING.
(F)
NOTIFY EACH HOLDER OF REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT AT ANY TIME WHEN A PROSPECTUS RELATING THERETO IS
REQUIRED TO BE DELIVERED UNDER THE ACT, OF THE HAPPENING OF ANY EVENT AS A
RESULT OF WHICH THE PROSPECTUS INCLUDED IN SUCH REGISTRATION STATEMENT, AS THEN
IN EFFECT, INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES THEN EXISTING.
(g)
Use best efforts to list the Registrable Securities covered by
such registration statement with any securities exchange on which the Common
Stock of the Company is then listed.
(H)
PROVIDE A TRANSFER AGENT AND REGISTRAR FOR ALL SUCH REGISTRABLE
SECURITIES, NOT LATER THAN THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT.
(I)
IF THE OFFERING IS UNDERWRITTEN AND AT THE REQUEST OF ANY SELLER
OF REGISTRABLE SECURITIES, USE BEST EFFORTS TO FURNISH ON THE DATE THAT
REGISTRABLE SECURITIES ARE DELIVERED TO THE UNDERWRITERS FOR SALE PURSUANT TO
SUCH REGISTRATION:
(I) AN OPINION DATED SUCH DATE OF COUNSEL REPRESENTING THE
COMPANY FOR THE PURPOSES OF SUCH REGISTRATION, ADDRESSED TO THE UNDERWRITERS AND
TO SUCH SELLER, STATING THAT SUCH REGISTRATION STATEMENT HAS BECOME EFFECTIVE
UNDER THE ACT AND THAT (A) TO THE KNOWLEDGE OF SUCH COUNSEL, NO STOP ORDER
SUSPENDING THE EFFECTIVENESS THEREOF HAS BEEN ISSUED AND NO