EFFORTS TO (I)
REGISTER AND QUALIFY THE REGISTRABLE SECURITIES COVERED BY THE REGISTRATION
STATEMENT UNDER SUCH OTHER SECURITIES OR "BLUE SKY" LAWS OF SUCH STATES IN THE
UNITED STATES AS THE INVESTOR REASONABLY REQUESTS; (II) PREPARE AND FILE IN
THOSE JURISDICTIONS, SUCH AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) AND
SUPPLEMENTS TO SUCH REGISTRATIONS AND QUALIFICATIONS AS MAY BE NECESSARY TO
MAINTAIN THE EFFECTIVENESS THEREOF DURING THE REGISTRATION PERIOD; (III) TAKE
SUCH OTHER ACTIONS AS MAY BE NECESSARY TO MAINTAIN SUCH REGISTRATIONS AND
QUALIFICATIONS IN EFFECT AT ALL TIMES DURING THE REGISTRATION PERIOD, AND (IV)
TAKE ALL OTHER ACTIONS REASONABLY NECESSARY OR ADVISABLE TO QUALIFY THE
REGISTRABLE SECURITIES FOR SALE IN SUCH JURISDICTIONS; PROVIDED, HOWEVER, THAT
THE COMPANY SHALL NOT BE REQUIRED IN CONNECTION THEREWITH OR AS A CONDITION
THERETO TO (X) QUALIFY TO DO BUSINESS IN ANY JURISDICTION WHERE IT WOULD NOT
OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS SECTION 3(D), OR (Y) SUBJECT
ITSELF TO GENERAL TAXATION IN ANY SUCH JURISDICTION.
THE COMPANY SHALL PROMPTLY
NOTIFY THE INVESTOR WHO HOLDS REGISTRABLE SECURITIES OF THE RECEIPT BY THE
COMPANY OF ANY NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE REGISTRATION
OR QUALIFICATION OF ANY OF THE REGISTRABLE SECURITIES FOR SALE UNDER THE
SECURITIES OR "BLUE SKY" LAWS OF ANY JURISDICTION IN THE UNITED STATES OR ITS
RECEIPT OF ACTUAL NOTICE OF THE INITIATION OR THREATENING OF ANY PROCEEDING FOR
SUCH PURPOSE.
(E)
AS PROMPTLY AS PRACTICABLE AFTER BECOMING AWARE OF SUCH EVENT,
THE COMPANY SHALL NOTIFY THE INVESTOR IN WRITING OF THE HAPPENING OF ANY EVENT
AS A RESULT OF WHICH THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT, AS
THEN IN EFFECT, INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMISSION 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 ("REGISTRATION DEFAULT") AND USE ALL DILIGENT EFFORTS TO PROMPTLY
PREPARE A SUPPLEMENT OR AMENDMENT TO SUCH REGISTRATION STATEMENT AND TAKE ANY
OTHER NECESSARY STEPS TO CURE THE REGISTRATION DEFAULT (WHICH, IF SUCH
REGISTRATION STATEMENT IS ON FORM S-3, MAY CONSIST OF A DOCUMENT TO BE FILED BY
THE COMPANY WITH THE SEC PURSUANT TO SECTION 13(A),
Page 3 of 10
13(C), 14 OR 15(D) OF THE 1934 ACT (AS DEFINED BELOW) AND TO BE INCORPORATED BY
REFERENCE IN THE PROSPECTUS) TO CORRECT SUCH UNTRUE STATEMENT OR OMISSION, AND
MAKE AVAILABLE COPIES OF SUCH SUPPLEMENT OR AMENDMENT TO THE INVESTOR. THE
COMPANY SHALL ALSO PROMPTLY NOTIFY THE INVESTOR (I) WHEN A PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT HAS BEEN FILED, AND WHEN THE
REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT HAS BECOME EFFECTIVE;
(II) OF ANY REQUEST BY THE SEC FOR AMENDMENTS OR SUPPLEMENTS TO THE REGISTRATION
STATEMENT OR RELATED PROSPECTUS OR RELATED INFORMATION, (III) OF THE COMPANY'S
REASONABLE DETERMINATION THAT A POST-EFFECTIVE AMENDMENT TO THE REGISTRATION
STATEMENT WOULD BE APPROPRIATE, (IV) IN THE EVENT THE REGISTRATION STATEMENT IS
NO LONGER EFFECTIVE, OR (V) IF THE REGISTRATION STATEMENT IS