PIGGY-BACK REGISTRATION STATEMENT OR RELATED
PROSPECTUS OR REQUESTS ADDITIONAL INFORMATION RELATED THERETO; (V) THE
COMMISSION ISSUES ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF ANY PIGGY-BACK
REGISTRATION STATEMENT OR INITIATES ANY PROCEEDINGS FOR THAT PURPOSE; (VI) THE
COMPANY RECEIVES NOTICE OF ANY SUSPENSION OF THE QUALIFICATION OR EXEMPTION FROM
QUALIFICATION OF ANY REGISTRABLE SECURITIES FOR SALE IN ANY JURISDICTION, OR THE
INITIATION OR THREAT OF ANY PROCEEDING FOR SUCH PURPOSE; OR (VII) THE FINANCIAL
STATEMENTS INCLUDED IN ANY PIGGY-BACK REGISTRATION STATEMENT BECOME INELIGIBLE
FOR INCLUSION THEREIN OR ANY STATEMENT MADE IN ANY PIGGY-BACK REGISTRATION
STATEMENT OR RELATED PROSPECTUS OR ANY DOCUMENT INCORPORATED OR DEEMED TO BE
INCORPORATED THEREIN BY REFERENCE IS UNTRUE IN ANY MATERIAL RESPECT OR ANY
REVISION TO A PIGGY-BACK REGISTRATION STATEMENT, RELATED PROSPECTUS OR OTHER
DOCUMENT IS REQUIRED SO THAT IT WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN
OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING.
(D)
FURNISH TO THE INVESTOR AND INVESTOR
COUNSEL, WITHOUT CHARGE, COPIES OF EACH PIGGY-BACK REGISTRATION STATEMENT AND
EACH AMENDMENT THERETO, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, AND ALL
EXHIBITS TO THE EXTENT AND IN SUCH QUANTITY REQUESTED BY SUCH PERSON (EXCLUDING
THOSE PREVIOUSLY FURNISHED OR INCORPORATED BY REFERENCE) PROMPTLY AFTER THE
FILING OF SUCH DOCUMENTS WITH THE COMMISSION.
(E)
PROMPTLY UPON REQUEST, DELIVER TO THE
INVESTOR AND INVESTOR COUNSEL, WITHOUT CHARGE, AS MANY COPIES OF THE PROSPECTUS
OR PROSPECTUSES (INCLUDING EACH FORM OF PROSPECTUS) AND EACH AMENDMENT OR
SUPPLEMENT THERETO AS SUCH PERSONS MAY REASONABLY REQUEST.
THE COMPANY HEREBY
CONSENTS TO THE USE OF SUCH PROSPECTUS AND EACH AMENDMENT OR SUPPLEMENT THERETO
BY THE INVESTOR IN CONNECTION WITH THE OFFERING AND SALE OF THE REGISTRABLE
SECURITIES COVERED BY SUCH PROSPECTUS AND ANY AMENDMENT OR SUPPLEMENT THERETO.
(F)
COOPERATE WITH THE INVESTOR TO FACILITATE
THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING REGISTRABLE
SECURITIES TO BE DELIVERED TO A TRANSFEREE PURSUANT
11
TO A PIGGY-BACK REGISTRATION STATEMENT, WHICH CERTIFICATES SHALL BE FREE, TO THE
EXTENT PERMITTED BY THIS AGREEMENT, OF ALL RESTRICTIVE LEGENDS, AND TO ENABLE
SUCH REGISTRABLE SECURITIES TO BE IN SUCH DENOMINATIONS AND REGISTERED IN SUCH
NAMES AS THE INVESTOR MAY REQUEST.
(G)
COMPLY WITH ALL APPLICABLE RULES AND
REGULATIONS OF THE COMMISSION.
2.7
FURNISHING INFORMATION.
IT SHALL BE A
CONDITION PRECEDENT TO THE OBLIGATIONS OF THE COMPANY TO TAKE ANY ACTION
PURSUANT TO SECTION 2.2 OR 2.3 THAT THE INVESTOR SHALL HAVE FURNISHED TO THE
COMPANY SUCH INFORMATION REGARDING ITSELF, THE REGISTRABLE SECURITIES HELD BY IT
AND THE INTENDED METHOD OF DISPOSITION OF SUCH SECURITIES AND SUCH OTHER
INFORMATION AS SHALL BE REASONABLY REQUESTED BY THE COMPANY TO EFFECT THE
REGISTRATION OF THE REGISTRABLE SECURITIES.
2.8
INDEMNIFICATION.
IN THE EVENT ANY REGISTRABLE
SECURITIES ARE INCLUDED IN A REGISTRATION STATEMENT:
(A)
TO THE EXTENT PERMITTED BY LAW, THE COMPANY
WILL INDEMNIFY AND HOLD HARMLESS THE INVESTOR AND ITS AFFILIATES AND EACH OF THE
DIRECTORS, OFFICERS,