THIS AGREEMENT AND ANY AMENDMENTS THERETO, EACH
PRELIMINARY PROSPECTUS AND FINAL PROSPECTUS AND EACH AMENDMENT OR SUPPLEMENT
THERETO; AND (B) A NUMBER OF COPIES OF A PROSPECTUS, INCLUDING A PRELIMINARY
PROSPECTUS, AND ALL AMENDMENTS AND SUPPLEMENTS THERETO, AND SUCH OTHER DOCUMENTS
AS THE PURCHASERS MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE DISPOSITION
OF THE REGISTRABLE SECURITIES OWNED BY THE PURCHASERS. THE COMPANY WILL PROMPTLY
NOTIFY BY FACSIMILE OR EMAIL THE PURCHASERS OF THE EFFECTIVENESS OF THE
REGISTRATION STATEMENT AND ANY POST-EFFECTIVE AMENDMENT.
SECTION 6.06.
ADDITIONAL OBLIGATIONS. THE
COMPANY WILL USE ITS BEST EFFORTS TO (A) REGISTER AND QUALIFY THE REGISTRABLE
SECURITIES COVERED BY A REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR
BLUE SKY LAWS OF SUCH JURISDICTIONS AS THE PURCHASERS REASONABLY REQUEST,
(B) PREPARE AND FILE IN THOSE JURISDICTIONS ANY AMENDMENTS (INCLUDING
POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO SUCH REGISTRATIONS AND
QUALIFICATIONS AS MAY BE NECESSARY TO MAINTAIN THEIR EFFECTIVENESS DURING THE
REGISTRATION PERIOD, (C) TAKE ANY OTHER ACTIONS NECESSARY TO MAINTAIN SUCH
REGISTRATIONS AND QUALIFICATIONS IN EFFECT AT ALL TIMES DURING THE REGISTRATION
PERIOD, AND (D) TAKE ANY OTHER ACTIONS REASONABLY NECESSARY OR ADVISABLE TO
QUALIFY THE REGISTRABLE SECURITIES FOR SALE IN SUCH JURISDICTIONS.
NOTWITHSTANDING THE FOREGOING, THE COMPANY IS NOT REQUIRED, IN CONNECTION WITH
SUCH OBLIGATIONS, TO (I) QUALIFY TO DO BUSINESS IN ANY JURISDICTION WHERE IT
WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS SECTION 6.06,
(II) SUBJECT ITSELF TO GENERAL TAXATION IN ANY SUCH JURISDICTION, (III) FILE A
GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH JURISDICTION, (IV) PROVIDE ANY
UNDERTAKINGS THAT CAUSE MATERIAL EXPENSE OR MATERIAL BURDEN TO THE COMPANY, OR
(V) MAKE ANY CHANGE IN ITS CHARTER OR BYLAWS, WHICH IN EACH CASE THE BOARD OF
DIRECTORS OF THE COMPANY DETERMINES TO BE CONTRARY TO THE BEST INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS.
SECTION 6.07.
UNDERWRITTEN OFFERINGS. IF THE
PURCHASERS SELECT UNDERWRITERS REASONABLY ACCEPTABLE TO THE COMPANY FOR AN
UNDERWRITTEN OFFERING, THE COMPANY WILL ENTER INTO AND PERFORM ITS OBLIGATIONS
UNDER AN UNDERWRITING AGREEMENT IN USUAL AND CUSTOMARY FORM INCLUDING, WITHOUT
20
LIMITATION, CUSTOMARY INDEMNIFICATION AND CONTRIBUTION OBLIGATIONS, WITH THE
MANAGING UNDERWRITER OF SUCH OFFERING.
SECTION 6.08.
SUSPENSION OF REGISTRATION.
(A)
THE COMPANY WILL NOTIFY (BY TELEPHONE AND
ALSO BY FACSIMILE AND REPUTABLE OVERNIGHT COURIER) THE PURCHASERS OF THE
HAPPENING OF ANY EVENT OF WHICH THE COMPANY HAS KNOWLEDGE 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 OMITS 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. THE
COMPANY WILL MAKE SUCH NOTIFICATION AS PROMPTLY AS PRACTICABLE (BUT IN NO EVENT
MORE THAN TWO BUSINESS DAYS) AFTER THE COMPANY BECOMES AWARE OF THE EVENT, WILL
PROMPTLY (BUT IN NO EVENT MORE THAN TEN BUSINESS DAYS) PREPARE AND FILE A
SUPPLEMENT OR AMENDMENT TO THE REGISTRATION STATEMENT TO CORRECT SUCH UNTRUE
STATEMENT OR