HOLDER AS THE COMPANY MAY REASONABLY
REQUEST IN WRITING, INCLUDING COMPLETING A REGISTRATION STATEMENT QUESTIONNAIRE
IN THE FORM PROVIDED BY THE COMPANY, OR AS SHALL BE REQUIRED IN CONNECTION WITH
ANY REGISTRATION REFERRED TO IN THIS ARTICLE 6.
(D)
EACH HOLDER HEREBY COVENANTS WITH THE COMPANY (I) NOT TO MAKE ANY
SALE OF THE REGISTRABLE SECURITIES WITHOUT EFFECTIVELY CAUSING THE PROSPECTUS
DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT TO BE SATISFIED, AND (II) IF SUCH
REGISTRABLE SECURITIES ARE TO BE SOLD BY ANY METHOD OR IN ANY TRANSACTION OTHER
THAN ON A NATIONAL SECURITIES EXCHANGE, NASDAQ OR IN THE OVER-THE-COUNTER
MARKET, IN PRIVATELY NEGOTIATED TRANSACTIONS, OR IN A COMBINATION OF SUCH
METHODS, TO NOTIFY THE COMPANY AT LEAST FIVE BUSINESS DAYS PRIOR TO THE DATE ON
WHICH THE HOLDER FIRST OFFERS TO SELL ANY SUCH REGISTRABLE SECURITIES.
(E)
EACH HOLDER ACKNOWLEDGES AND AGREES THAT THE REGISTRABLE
SECURITIES SOLD PURSUANT TO THE REGISTRATION STATEMENT ARE NOT TRANSFERABLE ON
THE BOOKS OF THE COMPANY UNLESS THE STOCK CERTIFICATE SUBMITTED TO THE TRANSFER
AGENT EVIDENCING SUCH REGISTRABLE SECURITIES IS ACCOMPANIED BY A CERTIFICATE
REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT (I) THE REGISTRABLE
SECURITIES HAVE BEEN SOLD IN ACCORDANCE WITH SUCH REGISTRATION STATEMENT AND
(II) THE REQUIREMENT OF DELIVERING A CURRENT PROSPECTUS HAS BEEN SATISFIED.
(F)
EACH HOLDER AGREES NOT TO TAKE ANY ACTION WITH RESPECT TO ANY
DISTRIBUTION DEEMED TO BE MADE PURSUANT TO SUCH REGISTRATION STATEMENT WHICH
WOULD CONSTITUTE A VIOLATION OF REGULATION M UNDER THE EXCHANGE ACT OR ANY OTHER
APPLICABLE RULE, REGULATION OR LAW.
(G)
AT THE END OF THE REGISTRATION PERIOD, THE HOLDERS SHALL
DISCONTINUE SALES OF SHARES PURSUANT TO SUCH REGISTRATION STATEMENT UPON RECEIPT
OF NOTICE FROM THE COMPANY OF ITS INTENTION TO REMOVE FROM REGISTRATION THE
SHARES COVERED BY SUCH REGISTRATION STATEMENT WHICH REMAIN UNSOLD, AND SUCH
HOLDERS SHALL NOTIFY THE COMPANY OF THE NUMBER OF SHARES REGISTERED WHICH REMAIN
UNSOLD IMMEDIATELY UPON RECEIPT OF SUCH NOTICE FROM THE COMPANY.
18
SECTION 6.8
ADDITIONAL COVENANTS AND AGREEMENTS OF THE COMPANY.
WITH A VIEW TO MAKING AVAILABLE TO THE HOLDERS THE BENEFITS OF CERTAIN RULES AND
REGULATIONS OF THE SEC WHICH AT ANY TIME PERMIT THE SALE OF THE REGISTRABLE
SECURITIES TO THE PUBLIC WITHOUT REGISTRATION, SO LONG AS THE HOLDERS STILL OWN
REGISTRABLE SECURITIES, THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO:
(A)
MAKE AND KEEP PUBLIC INFORMATION AVAILABLE, AS THOSE TERMS ARE
UNDERSTOOD AND DEFINED IN RULE 144 UNDER THE SECURITIES ACT, AT ALL TIMES;
(B)
FILE WITH THE SEC IN A TIMELY MANNER ALL REPORTS AND OTHER
DOCUMENTS REQUIRED OF THE COMPANY UNDER THE EXCHANGE ACT; AND
(C)
SO LONG AS A HOLDER OWNS ANY REGISTRABLE SECURITIES, FURNISH TO
SUCH HOLDER, UPON ANY REASONABLE REQUEST, A WRITTEN STATEMENT BY THE COMPANY AS
TO ITS COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, AND OF THE EXCHANGE
ACT, A COPY OF THE MOST RECENT ANNUAL OR QUARTERLY REPORT OF THE COMPANY, AND
SUCH OTHER REPORTS AND DOCUMENTS OF THE COMPANY AS SUCH