COPIES THEREOF.
(E)
THE COMPANY WILL NOT MAKE ANY OFFER TO SELL OR SOLICITATION OF AN
OFFER TO BUY THE SECURITIES THAT WOULD CONSTITUTE A FREE WRITING OFFERING
DOCUMENT WITHOUT THE PRIOR CONSENT OF THE REPRESENTATIVE, WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD OR DELAYED; IF AT ANY TIME FOLLOWING ISSUANCE OF A
FREE WRITING OFFERING DOCUMENT ANY EVENT OCCURRED OR OCCURS AS A RESULT OF WHICH
SUCH FREE WRITING OFFERING DOCUMENT CONFLICTS WITH THE INFORMATION IN THE
PRELIMINARY OFFERING
18
MEMORANDUM, THE PRICING DISCLOSURE PACKAGE OR THE OFFERING MEMORANDUM OR, WHEN
TAKEN TOGETHER WITH THE INFORMATION IN THE PRELIMINARY OFFERING MEMORANDUM, THE
PRICING DISCLOSURE PACKAGE OR THE OFFERING MEMORANDUM, INCLUDES AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT NECESSARY IN
ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES THEN
PREVAILING, NOT MISLEADING, AS PROMPTLY AS PRACTICABLE AFTER BECOMING AWARE
THEREOF, THE COMPANY WILL GIVE NOTICE THEREOF TO THE INITIAL PURCHASERS THROUGH
THE REPRESENTATIVE AND, IF REQUESTED BY THE REPRESENTATIVE, WILL PREPARE AND
FURNISH WITHOUT CHARGE TO EACH INITIAL PURCHASER A FREE WRITING OFFERING
DOCUMENT OR OTHER DOCUMENT WHICH WILL CORRECT SUCH CONFLICT, STATEMENT OR
OMISSION.
(F)
PROMPTLY FROM TIME TO TIME TO TAKE SUCH ACTION AS THE INITIAL
PURCHASERS MAY REASONABLY REQUEST TO QUALIFY THE SECURITIES FOR OFFERING AND
SALE UNDER THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS THE INITIAL
PURCHASERS MAY REQUEST AND TO COMPLY WITH SUCH LAWS SO AS TO PERMIT THE
CONTINUANCE OF SALES AND DEALINGS THEREIN IN SUCH JURISDICTIONS FOR AS LONG AS
MAY BE NECESSARY TO COMPLETE THE DISTRIBUTION OF THE SECURITIES; PROVIDED THAT
IN CONNECTION THEREWITH THE COMPANY SHALL NOT BE REQUIRED TO (I) QUALIFY AS A
FOREIGN CORPORATION IN ANY JURISDICTION IN WHICH IT WOULD NOT OTHERWISE BE
REQUIRED TO SO QUALIFY, (II) FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY
SUCH JURISDICTION OR (III) SUBJECT ITSELF TO TAXATION IN ANY JURISDICTION IN
WHICH IT WOULD NOT OTHERWISE BE SUBJECT.
(G)
FOR A PERIOD COMMENCING ON THE DATE HEREOF AND ENDING ON THE 90TH
DAY AFTER THE DATE OF THE OFFERING MEMORANDUM (THE "LOCK UP PERIOD"), THE
COMPANY AGREES NOT TO, DIRECTLY OR INDIRECTLY, (1) OFFER FOR SALE, SELL, PLEDGE
OR OTHERWISE DISPOSE OF (OR ENTER INTO ANY TRANSACTION OR DEVICE THAT IS
DESIGNED TO, OR WOULD BE EXPECTED TO, RESULT IN THE DISPOSITION BY ANY PERSON AT
ANY TIME IN THE FUTURE OF) ANY COMMON STOCK, SECURITIES OF THE COMPANY THAT ARE
SUBSTANTIALLY SIMILAR TO THE SECURITIES OR SECURITIES CONVERTIBLE INTO OR
EXCHANGEABLE FOR OR THAT REPRESENT THE RIGHT TO RECEIVE COMMON STOCK, OR SELL OR
GRANT OPTIONS, RIGHTS OR WARRANTS WITH RESPECT TO THE COMMON STOCK OF THE
COMPANY OR SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR COMMON STOCK (OTHER
THAN THE SECURITIES), (2) ENTER INTO ANY SWAP OR OTHER DERIVATIVES TRANSACTION
THAT TRANSFERS TO ANOTHER, IN WHOLE OR IN PART, ANY OF THE ECONOMIC BENEFITS OR
RISKS OF OWNERSHIP OF COMMON STOCK, WHETHER ANY