PROVIDED, HOWEVER, THAT THE COMPANY SHALL
NOT BE REQUIRED TO AMEND THE REGISTRATION STATEMENT OR SUPPLEMENT THE PROSPECTUS
FOR A PERIOD OF UP TO SIXTY DAYS IF THE BOARD OF DIRECTORS OF THE COMPANY
DETERMINES IN GOOD FAITH THAT TO DO SO WOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT ON ANY PROPOSAL OR PLAN BY THE COMPANY TO ENGAGE IN ANY
FINANCING, ACQUISITION OR DISPOSITION OF ASSETS (OTHER THAN IN THE ORDINARY
COURSE OF BUSINESS) OR ANY MERGER, CONSOLIDATION, TENDER OFFER OR SIMILAR
TRANSACTION OR WOULD REQUIRE THE DISCLOSURE OF ANY INFORMATION THAT THE BOARD OF
DIRECTORS OF THE COMPANY DETERMINES IN GOOD FAITH THE DISCLOSURE OF WHICH WOULD
BE DETRIMENTAL TO THE COMPANY, IT BEING UNDERSTOOD THAT THE PERIOD FOR WHICH THE
COMPANY IS OBLIGATED TO KEEP THE REGISTRATION STATEMENT EFFECTIVE SHALL BE
EXTENDED FOR A NUMBER OF DAYS EQUAL TO THE NUMBER OF DAYS THE COMPANY DELAYS
AMENDMENTS OR SUPPLEMENTS PURSUANT TO THIS PROVISION.
UPON RECEIPT OF ANY
NOTICE PURSUANT TO THIS SECTION 6(E), THE HOLDERS SHALL SUSPEND ALL OFFERS AND
SALES OF SECURITIES OF THE COMPANY AND ALL USE OF ANY PROSPECTUS UNTIL ADVISED
BY THE COMPANY THAT OFFERS AND SALES MAY RESUME, AND SHALL KEEP CONFIDENTIAL THE
FACT AND CONTENT OF ANY NOTICE GIVEN BY THE COMPANY PURSUANT TO THIS SECTION
6(E);
(F)
CAUSE ALL SUCH REGISTRABLE SECURITIES TO BE LISTED ON EACH
SECURITIES EXCHANGE, IF ANY, ON WHICH SIMILAR SECURITIES ISSUED BY THE COMPANY
ARE THEN LISTED;
(G)
PROVIDE A TRANSFER AGENT AND REGISTRAR FOR ALL SUCH REGISTRABLE
SECURITIES NOT LATER THAN THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT;
(H)
ENTER INTO SUCH CUSTOMARY AGREEMENTS (INCLUDING UNDERWRITING
AGREEMENTS IN CUSTOMARY FORM) AND TAKE ALL SUCH OTHER ACTIONS AS THE HOLDERS OF
A MAJORITY OF THE REGISTRABLE SECURITIES BEING SOLD OR THE UNDERWRITERS, IF ANY,
REASONABLY REQUEST IN ORDER TO EXPEDITE OR FACILITATE THE DISPOSITION OF SUCH
REGISTRABLE SECURITIES;
(I)
MAKE AVAILABLE FOR INSPECTION BY A REPRESENTATIVE OF THE HOLDERS
OF REGISTRABLE SECURITIES INCLUDED IN THE REGISTRATION STATEMENT, ANY
UNDERWRITER PARTICIPATING IN ANY DISPOSITION PURSUANT TO SUCH REGISTRATION
STATEMENT AND ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY ANY SUCH
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SELLER OR UNDERWRITER, ALL PERTINENT FINANCIAL AND OTHER RECORDS, PERTINENT
CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY, AND CAUSE THE COMPANY'S
OFFICERS, DIRECTORS, EMPLOYEES AND INDEPENDENT ACCOUNTANTS TO SUPPLY ALL
INFORMATION REASONABLY REQUESTED BY ANY SUCH SELLER, UNDERWRITER, ATTORNEY,
ACCOUNTANT OR AGENT IN CONNECTION WITH SUCH REGISTRATION STATEMENT;
(J)
OTHERWISE USE ITS REASONABLE EFFORTS TO COMPLY WITH ALL
APPLICABLE RULES AND REGULATIONS OF THE COMMISSION, AND MAKE AVAILABLE TO ITS
SECURITY HOLDERS, AS SOON AS REASONABLY PRACTICABLE, AN EARNINGS STATEMENT
COVERING THE PERIOD OF AT LEAST 12 MONTHS BEGINNING WITH THE FIRST DAY OF THE
COMPANY'S FIRST FULL CALENDAR QUARTER AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT, WHICH EARNINGS STATEMENT SHALL SATISFY THE PROVISIONS OF
SECTION 11(A) OF THE SECURITIES ACT AND RULE 158 THEREUNDER;
(K)
IN THE EVENT OF THE ISSUANCE OR THREAT OF ANY STOP ORDER
SUSPENDING THE