(II) CAUSE ITS OFFICERS AND DIRECTORS, COUNSEL AND
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO RESPOND TO SUCH INQUIRIES AS SHALL
BE NECESSARY, IN THE REASONABLE OPINION OF RESPECTIVE LEGAL COUNSEL TO CONDUCT A
REASONABLE INVESTIGATION WITHIN THE MEANING OF THE SECURITIES ACT.
THE COMPANY
SHALL NOT FILE THE REGISTRATION STATEMENT OR ANY SUCH PROSPECTUS OR ANY
AMENDMENTS OR SUPPLEMENTS THERETO TO WHICH THE HOLDERS OF A MAJORITY OF THE
REGISTRABLE SECURITIES SHALL REASONABLY OBJECT IN GOOD FAITH.
(B)
(I) PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS,
INCLUDING POST-EFFECTIVE AMENDMENTS, TO THE REGISTRATION STATEMENT AND THE
PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP THE
REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AS TO THE REGISTRABLE SECURITIES
FOR THE EFFECTIVENESS PERIOD; (II) CAUSE THE RELATED PROSPECTUS TO BE AMENDED OR
SUPPLEMENTED BY ANY REQUIRED PROSPECTUS SUPPLEMENT, AND AS SO SUPPLEMENTED OR
AMENDED TO BE FILED PURSUANT TO RULE 424; (III) RESPOND AS PROMPTLY AS
REASONABLY POSSIBLE TO ANY COMMENTS RECEIVED FROM THE COMMISSION WITH RESPECT TO
THE REGISTRATION STATEMENT OR ANY AMENDMENT THERETO; AND (IV) COMPLY IN ALL
MATERIAL RESPECTS WITH THE PROVISIONS OF THE SECURITIES ACT AND THE EXCHANGE ACT
WITH RESPECT TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES COVERED BY THE
REGISTRATION STATEMENT IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY
THE HOLDERS THEREOF SET FORTH IN THE REGISTRATION STATEMENT AS SO AMENDED OR IN
SUCH PROSPECTUS AS SO SUPPLEMENTED.
(C)
NOTIFY THE HOLDERS OF REGISTRABLE SECURITIES TO BE SOLD AS
PROMPTLY AS REASONABLY POSSIBLE (AND, IN THE CASE OF (I)(A) BELOW, NOT LESS THAN
TWO (2) BUSINESS DAYS PRIOR TO SUCH FILING) AND (IF REQUESTED BY ANY SUCH
PERSON) CONFIRM SUCH NOTICE IN WRITING PROMPTLY FOLLOWING THE DAY (I) (A) WHEN A
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO THE
REGISTRATION STATEMENT IS PROPOSED TO BE FILED; (B) WHEN THE COMMISSION NOTIFIES
THE COMPANY WHETHER THERE WILL BE A "REVIEW" OF THE REGISTRATION STATEMENT AND
WHENEVER THE COMMISSION COMMENTS IN WRITING ON THE REGISTRATION STATEMENT (THE
COMPANY SHALL UPON REQUEST PROVIDE TRUE AND COMPLETE COPIES THEREOF AND ALL
WRITTEN RESPONSES THERETO AS PROMPTLY AS REASONABLY POSSIBLE TO EACH OF THE
HOLDERS WHO SO REQUESTS PROVIDED SUCH REQUESTING HOLDERS AGREE TO KEEP SUCH
INFORMATION CONFIDENTIAL UNTIL IT IS PUBLICLY DISCLOSED AND TO WAIVE SECTION 4.5
OF
4
THE PURCHASE AGREEMENT WITH RESPECT THERETO); AND (C) WITH RESPECT TO THE
REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT, WHEN THE SAME HAS BECOME
EFFECTIVE; (II) OF ANY REQUEST BY THE COMMISSION OR ANY OTHER FEDERAL OR STATE
GOVERNMENTAL AUTHORITY DURING THE PERIOD OF EFFECTIVENESS OF THE REGISTRATION
STATEMENT FOR AMENDMENTS OR SUPPLEMENTS TO THE REGISTRATION STATEMENT OR
PROSPECTUS OR FOR ADDITIONAL INFORMATION; (III) OF THE ISSUANCE BY THE
COMMISSION OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL AUTHORITY OF ANY STOP
ORDER SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT COVERING ANY OR
ALL OF THE REGISTRABLE SECURITIES OR THE INITIATION OF ANY PROCEEDINGS FOR THAT
PURPOSE; (IV) OF THE RECEIPT BY THE COMPANY OF ANY NOTIFICATION WITH RESPECT TO