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
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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), SECTION 4(C)(VI) OR 4(C)(VII), PREPARE A SUPPLEMENT OR POST-EFFECTIVE
AMENDMENT TO EACH REGISTRATION STATEMENT OR A SUPPLEMENT TO THE RELATED
PROSPECTUS OR ANY DOCUMENT INCORPORATED THEREIN BY REFERENCE OR FILE ANY OTHER
REQUIRED DOCUMENT SO THAT, AS THEREAFTER DELIVERED TO THE PURCHASERS OF THE
REGISTRABLE SECURITIES BEING SOLD THEREUNDER, SUCH PROSPECTUS WILL NOT CONTAIN
AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED
TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF
THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(J)
USE ITS REASONABLE EFFORTS TO CAUSE ALL REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT TO BE LISTED ON THE PRINCIPAL
SECURITIES EXCHANGE OR EXCHANGES OR QUALIFIED FOR TRADING ON THE PRINCIPAL OVER
THE COUNTER MARKET, IF ANY, ON WHICH SECURITIES ISSUED BY THE COMPANY OF THE
SAME CLASS ARE THEN LISTED OR QUALIFIED OR, IF NO SUCH SECURITIES ISSUED BY THE
COMPANY ARE THEN SO LISTED OR QUALIFIED, ON SUCH SECURITIES EXCHANGE OR OVER THE
COUNTER MARKET AS THE COMPANY SHALL