HEREIN WILL BE DEEMED TO LIMIT THE HOLDER'S ABILITY TO
SELL REGISTRABLE SECURITIES IN A MANNER THAT IS OTHERWISE CONSISTENT WITH
APPLICABLE LAWS AND REGULATIONS.
(C)
THE COMPANY WILL HOLD IN CONFIDENCE, AND
WILL NOT MAKE ANY DISCLOSURE OF, INFORMATION CONCERNING A HOLDER PROVIDED TO THE
COMPANY UNDER THIS AGREEMENT UNLESS (I) DISCLOSURE OF SUCH INFORMATION IS
NECESSARY TO COMPLY WITH FEDERAL OR STATE SECURITIES LAWS, (II) THE DISCLOSURE
OF SUCH INFORMATION IS NECESSARY TO AVOID OR CORRECT A MISSTATEMENT OR OMISSION
IN ANY REGISTRATION STATEMENT, (III) THE RELEASE OF SUCH INFORMATION IS ORDERED
PURSUANT TO A SUBPOENA OR OTHER ORDER FROM A COURT OR GOVERNMENTAL BODY OF
COMPETENT JURISDICTION, (IV) SUCH INFORMATION HAS BEEN MADE GENERALLY AVAILABLE
TO THE PUBLIC OTHER THAN BY DISCLOSURE IN VIOLATION OF THIS AGREEMENT OR ANY
OTHER AGREEMENT, (V) THE INFORMATION WAS DISCLOSED TO THE COMPANY BY A THIRD
PARTY WITHOUT RESTRICTION OR (VI) SUCH HOLDER CONSENTS TO THE FORM AND CONTENT
OF ANY SUCH DISCLOSURE.
IF THE COMPANY LEARNS THAT DISCLOSURE OF SUCH
INFORMATION CONCERNING A HOLDER IS SOUGHT IN OR BY A COURT OR GOVERNMENTAL BODY
OF COMPETENT JURISDICTION OR THROUGH OTHER MEANS, THE COMPANY WILL GIVE PROMPT
7
NOTICE TO SUCH HOLDER PRIOR TO MAKING SUCH DISCLOSURE AND ALLOW SUCH HOLDER, AT
ITS EXPENSE, TO UNDERTAKE APPROPRIATE ACTION TO PREVENT DISCLOSURE OF, OR TO
OBTAIN A PROTECTIVE ORDER FOR, SUCH INFORMATION.
3.10
THE COMPANY WILL CAUSE ALL OF THE REGISTRABLE
SECURITIES COVERED BY EACH REGISTRATION STATEMENT TO BE LISTED ON EACH NATIONAL
SECURITIES EXCHANGE ON WHICH SECURITIES OF THE SAME CLASS OR SERIES ISSUED BY
THE COMPANY ARE THEN LISTED, IF ANY, IF THE LISTING OF SUCH REGISTRABLE
SECURITIES IS THEN PERMITTED UNDER THE RULES OF SUCH EXCHANGE, OR (II) TO THE
EXTENT THE SECURITIES OF THE SAME CLASS OR SERIES ARE NOT THEN LISTED ON A
NATIONAL SECURITIES EXCHANGE, SECURE THE DESIGNATION AND QUOTATION OF ALL OF THE
REGISTRABLE SECURITIES COVERED BY EACH REGISTRATION STATEMENT ON A NATIONALLY
RECOGNIZED QUOTATION SYSTEM.
3.11
THE COMPANY WILL PROVIDE A TRANSFER AGENT AND
REGISTRAR, WHICH MAY BE A SINGLE ENTITY, FOR THE REGISTRABLE SECURITIES NOT
LATER THAN THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
3.12
THE COMPANY WILL COOPERATE WITH THE HOLDERS WHO
HOLD REGISTRABLE SECURITIES BEING SOLD AND WITH THE MANAGING UNDERWRITER(S), IF
ANY, TO FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES (NOT
BEARING ANY RESTRICTIVE LEGENDS) REPRESENTING REGISTRABLE SECURITIES TO BE
OFFERED PURSUANT TO A REGISTRATION STATEMENT AND WILL ENABLE SUCH CERTIFICATES
TO BE IN SUCH DENOMINATIONS OR AMOUNTS AS THE CASE MAY BE, AND REGISTERED IN
SUCH NAMES AS THE HOLDERS OR THE MANAGING UNDERWRITER(S), IF ANY, MAY REASONABLY
REQUEST, ALL IN ACCORDANCE WITH ARTICLE VII OF THE PURCHASE AGREEMENT.
3.13
AT THE REQUEST OF THE HOLDERS HOLDING A MAJORITY
IN INTEREST OF THE REGISTRABLE SECURITIES REGISTERED PURSUANT TO A REGISTRATION
STATEMENT, THE COMPANY WILL PROMPTLY PREPARE AND FILE WITH THE COMMISSION SUCH
AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO THE
REGISTRATION STATEMENT, AND THE PROSPECTUS USED IN