BEST EFFORTS TO AVOID THE ISSUANCE OF OR, IF ISSUED, OBTAIN THE
WITHDRAWAL OF (I) ANY ORDER SUSPENDING THE EFFECTIVENESS OF ANY REGISTRATION
STATEMENT OR (II) ANY SUSPENSION OF THE QUALIFICATION (OR EXEMPTION FROM
QUALIFICATION) OF ANY OF THE REGISTRABLE SECURITIES FOR SALE IN ANY
JURISDICTION, AT THE EARLIEST PRACTICABLE MOMENT.
(F)
FURNISH TO EACH HOLDER AND THEIR RESPECTIVE PURCHASER COUNSEL, WITHOUT
CHARGE, AT LEAST ONE CONFORMED COPY OF EACH REGISTRATION STATEMENT AND EACH
AMENDMENT THERETO, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, ALL DOCUMENTS
INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE, AND ALL EXHIBITS
TO THE EXTENT REQUESTED BY SUCH PERSON (INCLUDING THOSE PREVIOUSLY FURNISHED OR
INCORPORATED BY REFERENCE) PROMPTLY AFTER THE FILING OF SUCH DOCUMENTS WITH THE
COMMISSION.
6
(G)
PROMPTLY DELIVER TO EACH HOLDER AND THEIR RESPECTIVE PURCHASER COUNSEL,
WITHOUT CHARGE, AS MANY COPIES OF THE PROSPECTUS OR PROSPECTUSES (INCLUDING EACH
FORM OF PROSPECTUS) AND EACH AMENDMENT OR SUPPLEMENT THERETO AS SUCH PERSONS MAY
REASONABLY REQUEST.
THE COMPANY HEREBY CONSENTS TO THE USE OF SUCH PROSPECTUS
AND EACH AMENDMENT OR SUPPLEMENT THERETO BY EACH OF THE SELLING HOLDERS IN
CONNECTION WITH THE OFFERING AND SALE OF THE REGISTRABLE SECURITIES COVERED BY
SUCH PROSPECTUS AND ANY AMENDMENT OR SUPPLEMENT THERETO.
(H)
(I) IN THE TIME AND MANNER REQUIRED BY EACH TRADING MARKET, IF AT ALL,
PREPARE AND FILE WITH SUCH TRADING MARKET AN ADDITIONAL SHARES LISTING
APPLICATION COVERING ALL OF THE REGISTRABLE SECURITIES; (II) USE ITS BEST
EFFORTS TO APPROVE FOR LISTING AND TO LIST THE REGISTRABLE SECURITIES COVERED BY
SUCH REGISTRATION STATEMENT WITH EACH TRADING MARKET AS SOON AS REASONABLY
PRACTICABLE; (III) TO THE EXTENT AVAILABLE TO THE COMPANY, PROVIDE TO THE
PURCHASERS EVIDENCE OF SUCH LISTING; AND (IV) MAINTAIN THE LISTING OF SUCH
REGISTRABLE SECURITIES ON EACH SUCH TRADING MARKET OR ANOTHER ELIGIBLE MARKET.
(I)
PRIOR TO ANY PUBLIC OFFERING OF REGISTRABLE SECURITIES, USE ITS
COMMERCIALLY REASONABLE EFFORTS TO REGISTER OR QUALIFY OR COOPERATE WITH THE
SELLING HOLDERS AND THEIR RESPECTIVE PURCHASER 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 HOLDER REQUESTS IN WRITING, TO KEEP EACH SUCH REGISTRATION OR QUALIFICATION
(OR EXEMPTION THEREFROM) EFFECTIVE DURING THE EFFECTIVENESS PERIOD AND TO DO ANY
AND ALL OTHER ACTS OR THINGS NECESSARY OR ADVISABLE TO ENABLE THE DISPOSITION IN
SUCH JURISDICTIONS OF THE REGISTRABLE SECURITIES COVERED BY A REGISTRATION
STATEMENT, EXCEPT THAT THE COMPANY SHALL NOT FOR ANY SUCH PURPOSE BE REQUIRED
(A) TO QUALIFY GENERALLY TO DO BUSINESS AS A FOREIGN CORPORATION IN ANY
JURISDICTION WHEREIN IT WOULD NOT BUT FOR THE REQUIREMENTS OF THIS PARAGRAPH (I)
BE OBLIGATED TO BE SO QUALIFIED, (B) TO SUBJECT ITSELF TO TAXATION IN ANY SUCH
JURISDICTION, OR (C) TO CONSENT TO GENERAL SERVICE OF PROCESS IN ANY
JURISDICTION.
(J)
COOPERATE WITH THE HOLDERS TO FACILITATE THE TIMELY PREPARATION AND
DELIVERY OF CERTIFICATES REPRESENTING REGISTRABLE SECURITIES TO BE DELIVERED