WERE MADE, NOT MISLEADING
(PROVIDED THAT IN NO EVENT SHALL SUCH NOTICE CONTAIN ANY MATERIAL, NONPUBLIC
INFORMATION), AND, SUBJECT TO SECTION 3(R), PROMPTLY PREPARE A SUPPLEMENT OR
AMENDMENT TO SUCH REGISTRATION STATEMENT TO CORRECT SUCH UNTRUE STATEMENT OR
OMISSION, AND DELIVER TEN (10) COPIES OF SUCH SUPPLEMENT OR AMENDMENT TO LEGAL
COUNSEL AND EACH INVESTOR (OR SUCH OTHER NUMBER OF COPIES AS LEGAL COUNSEL OR
SUCH INVESTOR MAY REASONABLY REQUEST).
THE COMPANY SHALL ALSO PROMPTLY NOTIFY
LEGAL COUNSEL AND EACH INVESTOR IN WRITING (I) WHEN A PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT HAS BEEN FILED, AND WHEN A
REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT HAS BECOME EFFECTIVE
(NOTIFICATION OF SUCH EFFECTIVENESS SHALL BE DELIVERED TO LEGAL COUNSEL AND EACH
INVESTOR BY FACSIMILE ON THE SAME DAY OF SUCH EFFECTIVENESS AND BY OVERNIGHT
MAIL), (II) OF ANY REQUEST BY THE SEC FOR AMENDMENTS OR SUPPLEMENTS TO A
REGISTRATION STATEMENT OR RELATED PROSPECTUS OR RELATED INFORMATION, AND (III)
OF THE COMPANY'S REASONABLE DETERMINATION THAT A POST-EFFECTIVE AMENDMENT TO A
REGISTRATION STATEMENT WOULD BE APPROPRIATE.
(G)
THE COMPANY SHALL USE ITS REASONABLE BEST
EFFORTS TO PREVENT THE ISSUANCE OF ANY STOP ORDER OR OTHER SUSPENSION OF
EFFECTIVENESS OF A REGISTRATION STATEMENT, OR THE SUSPENSION OF THE
QUALIFICATION OF ANY OF THE REGISTRABLE SECURITIES FOR SALE IN ANY JURISDICTION
AND, IF SUCH AN ORDER OR SUSPENSION IS ISSUED, TO OBTAIN THE WITHDRAWAL OF SUCH
ORDER OR SUSPENSION AT THE EARLIEST PRACTICABLE MOMENT AND TO NOTIFY LEGAL
COUNSEL AND EACH INVESTOR WHO HOLDS REGISTRABLE SECURITIES BEING SOLD OF THE
ISSUANCE OF SUCH ORDER AND THE RESOLUTION THEREOF OR ITS RECEIPT OF ACTUAL
NOTICE OF THE INITIATION OR THREAT OF ANY PROCEEDING FOR SUCH PURPOSE.
(H)
IF AN INVESTOR CAN DEMONSTRATE REASONABLE
NECESSITY, AT THE REASONABLE REQUEST OF ANY INVESTOR, THE COMPANY SHALL USE ITS
REASONABLE BEST EFFORTS TO FURNISH TO SUCH INVESTOR, ON THE DATE OF THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT AND THEREAFTER FROM TIME TO TIME ON
SUCH DATES AS AN INVESTOR MAY REASONABLY REQUEST (I) A LETTER, DATED SUCH DATE,
FROM THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS IN FORM AND
SUBSTANCE AS IS CUSTOMARILY GIVEN BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO
UNDERWRITERS IN AN UNDERWRITTEN PUBLIC OFFERING, ADDRESSED TO THE INVESTORS, AND
(II) AN OPINION, DATED AS OF SUCH DATE, OF COUNSEL
7
REPRESENTING THE COMPANY FOR PURPOSES OF SUCH REGISTRATION STATEMENT, IN FORM,
SCOPE AND SUBSTANCE AS IS CUSTOMARILY GIVEN IN AN UNDERWRITTEN PUBLIC OFFERING,
ADDRESSED TO THE INVESTORS.
(I)
IN CONNECTION WITH THE INVESTORS' DUE
DILIGENCE EFFORTS, THE COMPANY SHALL MAKE AVAILABLE FOR INSPECTION DURING
BUSINESS HOURS AND UPON REASONABLE ADVANCE REQUEST BY (I) ANY INVESTOR, (II)
LEGAL COUNSEL AND (III) ONE FIRM OF ACCOUNTANTS OR OTHER AGENTS RETAINED BY THE
INVESTORS (COLLECTIVELY, THE "INSPECTORS"), ALL PERTINENT FINANCIAL AND OTHER
RECORDS, AND PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY
(COLLECTIVELY, THE "RECORDS"), AS SHALL BE REASONABLY DEEMED NECESSARY BY EACH
INSPECTOR, AND CAUSE THE COMPANY'S OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY
ALL INFORMATION WHICH ANY INSPECTOR