PURPOSES OF THE PROPOSED SALE OR
DISTRIBUTION COVERED BY SUCH REGISTRATION.
THE COMPANY SHALL NOT, HOWEVER, BE
REQUIRED TO MAINTAIN THE REGISTRATION STATEMENT EFFECTIVE OR TO SUPPLY COPIES OF
A PROSPECTUS FOR A PERIOD BEYOND NINETY (90) DAYS AFTER THE EFFECTIVE DATE OF
SUCH REGISTRATION STATEMENT (ONE-HUNDRED EIGHTY (180) DAYS IN THE CASE OF A
SHELF REGISTRATION), OR SUCH LONGER PERIOD AS IS OTHERWISE SET FORTH HEREIN OR
AGREED TO BY THE COMPANY, AND, AT THE END OF SUCH PERIOD, THE COMPANY MAY
DEREGISTER ANY SECURITIES COVERED BY SUCH REGISTRATION STATEMENT AND NOT THEN
SOLD OR DISTRIBUTED. IN THE EVENT THAT THE COMPANY PREPARES AND FILES WITH THE
COMMISSION A REGISTRATION STATEMENT ON ANY APPROPRIATE FORM UNDER THE SECURITIES
ACT (A "REGISTRATION STATEMENT") PROVIDING FOR THE SALE OF REGISTRABLE STOCK
HELD BY ANY INVESTOR PURSUANT TO ITS OBLIGATIONS UNDER THIS SECTION 6, THE
COMPANY WILL:
(I)
UPON FILING A REGISTRATION STATEMENT OR
ANY PROSPECTUS RELATED THERETO (A "PROSPECTUS") OR ANY AMENDMENTS OR SUPPLEMENTS
THERETO, FURNISH TO THE INVESTORS WHOSE REGISTRABLE STOCK IS COVERED BY SUCH
REGISTRATION STATEMENT AND THE UNDERWRITERS, IF ANY, COPIES OF ALL SUCH
DOCUMENTS;
(II)
PREPARE AND FILE WITH THE COMMISSION SUCH
AMENDMENTS AND POST-EFFECTIVE AMENDMENTS TO THE REGISTRATION STATEMENT AS MAY BE
NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE FOR THE NINETY (90) DAY
PERIOD (ONE-HUNDRED EIGHTY (180) DAYS IN THE CASE OF A SHELF REGISTRATION)
REFERENCED IN SECTION 6(E); CAUSE THE RELATED PROSPECTUS TO BE SUPPLEMENTED BY
ANY REQUIRED PROSPECTUS SUPPLEMENT, AND AS SO SUPPLEMENTED, TO BE FILED PURSUANT
TO RULE 424 UNDER THE SECURITIES ACT; AND, COMPLY WITH THE PROVISIONS OF THE
SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT DURING THE APPLICABLE PERIOD IN ACCORDANCE WITH THE
INTENDED METHODS OF DISPOSITION BY THE SELLERS THEREOF SET FORTH IN SUCH
REGISTRATION STATEMENT OR SUPPLEMENT TO SUCH PROSPECTUS;
(III)
PROMPTLY NOTIFY THE INVESTORS AND THE
MANAGING UNDERWRITERS, IF ANY, AND (IF REQUESTED BY ANY SUCH PERSON OR ENTITY)
CONFIRM SUCH ADVICE IN WRITING, (A) WHEN A PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT OR POST-EFFECTIVE AMENDMENT HAS BEEN FILED, AND, WITH RESPECT TO A
REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT, WHEN THE
20
SAME HAS BECOME EFFECTIVE, (B) OF ANY REQUEST BY THE COMMISSION OR ANY STATE
SECURITIES COMMISSION FOR AMENDMENTS OR SUPPLEMENTS TO A REGISTRATION STATEMENT
OR RELATED PROSPECTUS OR FOR ADDITIONAL INFORMATION, (C) OF THE ISSUANCE BY THE
COMMISSION OR ANY STATE SECURITIES COMMISSION OF ANY STOP ORDER SUSPENDING THE
EFFECTIVENESS OF A REGISTRATION STATEMENT OR THE INITIATION OF ANY PROCEEDINGS
FOR THAT PURPOSE, (D) OF THE RECEIPT BY THE COMPANY OF ANY NOTIFICATION WITH
RESPECT TO THE SUSPENSION OF THE QUALIFICATION OF ANY OF THE REGISTRABLE STOCK
FOR SALE IN ANY JURISDICTION OR THE INITIATION OR THREATENING OF ANY PROCEEDING
FOR SUCH PURPOSE, AND (E) OF THE EXISTENCE OF ANY FACT WHICH RESULTS IN A
REGISTRATION STATEMENT, A PROSPECTUS OR ANY DOCUMENT INCORPORATED THEREIN BY
REFERENCE CONTAINING AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTING