THEY WERE MADE,
NOT MISLEADING, AND (VII) OF THE COMPANY'S REASONABLE DETERMINATION THAT A
POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT WOULD BE APPROPRIATE.
(D)
USE ITS REASONABLE BEST EFFORTS TO OBTAIN
THE WITHDRAWAL OF ANY ORDER SUSPENDING THE EFFECTIVENESS OF A REGISTRATION
STATEMENT, OR THE LIFTING OF ANY SUSPENSION OF THE QUALIFICATION (OR EXEMPTION
FROM QUALIFICATION) OF ANY OF THE REGISTRABLE SECURITIES FOR SALE IN ANY
JURISDICTION, AT THE EARLIEST POSSIBLE MOMENT.
(E)
FURNISH TO EACH SELLING HOLDER AND EACH
MANAGING UNDERWRITER, IF ANY, WITHOUT CHARGE, AT LEAST ONE CONFORMED COPY OF THE
REGISTRATION STATEMENT AND ANY POST-EFFECTIVE AMENDMENT THERETO (BUT EXCLUDING
SCHEDULES, ALL DOCUMENTS INCORPORATED OR DEEMED INCORPORATED THEREIN BY
REFERENCE AND ALL EXHIBITS, UNLESS REQUESTED IN WRITING BY SUCH HOLDER OR
UNDERWRITER).
(F)
DELIVER TO EACH SELLING HOLDER AND THE
UNDERWRITERS, IF ANY, WITHOUT CHARGE AS MANY COPIES OF THE PROSPECTUS OR
PROSPECTUSES RELATING TO SUCH REGISTRABLE SECURITIES (INCLUDING EACH PRELIMINARY
PROSPECTUS) AND ANY AMENDMENT OR SUPPLEMENT THERETO AS SUCH PERSONS MAY
REASONABLY REQUEST; AND, SUBJECT TO SECTION 5(E), THE COMPANY HEREBY CONSENTS TO
THE USE OF SUCH PROSPECTUS OR EACH AMENDMENT OR SUPPLEMENT THERETO BY EACH OF
THE SELLING HOLDERS AND THE UNDERWRITERS, IF ANY, IN CONNECTION WITH THE
OFFERING AND SALE OF THE REGISTRABLE SECURITIES COVERED BY SUCH PROSPECTUS OR
ANY AMENDMENT OR SUPPLEMENT THERETO.
(G)
PRIOR TO ANY PUBLIC OFFERING OF REGISTRABLE
SECURITIES, TO REGISTER OR QUALIFY OR COOPERATE WITH THE SELLING HOLDERS, THE
UNDERWRITERS, IF ANY, AND THEIR RESPECTIVE COUNSEL IN CONNECTION WITH THE
REGISTRATION OR QUALIFICATION (OR EXEMPTION FROM SUCH REGISTRATION OR
QUALIFICATION) OF SUCH REGISTRABLE SECURITIES FOR OFFER AND SALE UNDER THE
SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS WITHIN THE UNITED STATES AS
ANY SELLER OR UNDERWRITER REASONABLY REQUESTS IN WRITING; USE ALL REASONABLE
EFFORTS TO KEEP SUCH REGISTRATION OR QUALIFICATION (OR EXEMPTION THEREFROM)
EFFECTIVE DURING THE PERIOD THE APPLICABLE REGISTRATION STATEMENT IS REQUIRED TO
BE KEPT EFFECTIVE AND DO ANY AND ALL OTHER ACTS OR THINGS NECESSARY OR ADVISABLE
TO ENABLE THE DISPOSITION IN EACH SUCH JURISDICTION OF THE REGISTRABLE
SECURITIES COVERED BY THE APPLICABLE REGISTRATION STATEMENT; PROVIDED, HOWEVER,
THAT THE COMPANY WILL NOT BE REQUIRED TO (I) QUALIFY TO DO BUSINESS IN ANY
JURISDICTION WHERE IT IS NOT THEN SO QUALIFIED, (II) CONFORM ITS
7
CAPITALIZATION OR THE COMPOSITION OF ITS ASSETS AT THE TIME TO THE SECURITIES OR
BLUE SKY LAWS OF SUCH JURISDICTION, OR (III) TAKE ANY ACTION THAT WOULD SUBJECT
IT TO TAXATION OR SERVICE OF PROCESS IN ANY SUCH JURISDICTION WHERE IT IS NOT
THEN SO SUBJECT.
(H)
COOPERATE WITH THE SELLING HOLDERS AND THE
MANAGING UNDERWRITERS, IF ANY, TO FACILITATE THE TIMELY PREPARATION AND DELIVERY
OF CERTIFICATES REPRESENTING REGISTRABLE SECURITIES TO BE SOLD AND ENABLE SUCH
REGISTRABLE SECURITIES TO BE IN SUCH DENOMINATIONS AND REGISTERED IN SUCH NAMES
AS THE MANAGING UNDERWRITERS, IF ANY, SHALL REQUEST AT LEAST TWO BUSINESS DAYS
PRIOR TO ANY SALE OF REGISTRABLE SECURITIES TO THE UNDERWRITERS.
(I)
UPON THE OCCURRENCE OF ANY EVENT
CONTEMPLATED BY SECTION 4(C)(II),