LIGHT OF
SUCH SELLING HOLDER'S INTENDED PLAN OF DISTRIBUTION) REQUESTS, AND (II) FILE ALL
OF THE DOCUMENTS REQUIRED TO REGISTER SUCH REGISTRABLE SECURITIES WITH OR
APPROVED BY SUCH OTHER GOVERNMENTAL AGENCIES OR AUTHORITIES IN THE UNITED STATES
AS MAY BE NECESSARY BY VIRTUE OF THE BUSINESS AND OPERATIONS OF THE COMPANY AND
DO ANY AND ALL OTHER ACTS AND THINGS THAT MAY BE REASONABLY NECESSARY OR
ADVISABLE TO ENABLE SUCH SELLING HOLDER TO CONSUMMATE THE DISPOSITION OF THE
REGISTRABLE SECURITIES OWNED BY SUCH SELLING HOLDER; PROVIDED THAT THE COMPANY
WILL NOT BE REQUIRED TO (A) QUALIFY GENERALLY TO DO BUSINESS IN ANY JURISDICTION
WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS PARAGRAPH (E),
(B) SUBJECT ITSELF TO TAXATION IN ANY SUCH JURISDICTION OR (C) CONSENT TO
GENERAL SERVICE OF PROCESS IN ANY SUCH JURISDICTION.
(F)
THE COMPANY WILL NOTIFY EACH SELLING
HOLDER, HOLDERS' COUNSEL AND ANY UNDERWRITER PROMPTLY AND (IF REQUESTED BY ANY
SUCH PERSON) CONFIRM SUCH NOTICE IN WRITING, (I) 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
SAME HAS BECOME EFFECTIVE, (II) OF ANY REQUEST BY THE COMMISSION OR ANY OTHER
FEDERAL OR STATE GOVERNMENTAL AUTHORITY FOR AMENDMENTS OR SUPPLEMENTS TO A
REGISTRATION STATEMENT OR PROSPECTUS OR FOR ADDITIONAL INFORMATION TO BE
INCLUDED IN ANY REGISTRATION STATEMENT OR PROSPECTUS OR OTHERWISE, (III) OF THE
ISSUANCE BY ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY OF ANY
ORDER SUSPENDING THE QUALIFICATION OR EXEMPTION FROM QUALIFICATION OF ANY OF THE
REGISTRABLE SECURITIES UNDER STATE SECURITIES OR "BLUE SKY" LAWS OR THE
INITIATION OF ANY PROCEEDINGS FOR THAT PURPOSE, AND (IV) OF THE HAPPENING OF ANY
EVENT WHICH MAKES ANY STATEMENT MADE IN A REGISTRATION STATEMENT OR RELATED
8
PROSPECTUS OR ANY DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE THEREIN UNTRUE OR WHICH REQUIRES THE MAKING OF ANY CHANGES IN SUCH
REGISTRATION STATEMENT, PROSPECTUS OR DOCUMENTS SO THAT THEY 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 IN THE
REGISTRATION STATEMENT AND PROSPECTUS NOT MISLEADING IN LIGHT OF THE
CIRCUMSTANCES IN WHICH THEY WERE MADE; AND, AS PROMPTLY AS PRACTICABLE
THEREAFTER, PREPARE AND FILE WITH THE COMMISSION AND FURNISH A SUPPLEMENT OR
AMENDMENT TO SUCH PROSPECTUS SO THAT, AS THEREAFTER DELIVERABLE TO THE
PURCHASERS OF SUCH REGISTRABLE SECURITIES, SUCH PROSPECTUS WILL NOT CONTAIN ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY
TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
WERE MADE, NOT MISLEADING.
(G)
THE COMPANY, DURING THE PERIOD WHEN THE
PROSPECTUS IS REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT, PROMPTLY WILL
FILE ALL DOCUMENTS REQUIRED TO BE FILED WITH THE COMMISSION PURSUANT TO SECTION
13(A), 13(C), 14 OR 15(D) OF THE EXCHANGE ACT.
(H)
THE COMPANY SHALL CAUSE ALL SUCH REGISTRABLE
SECURITIES