FILING A REGISTRATION STATEMENT OR PROSPECTUS OR ANY
AMENDMENTS OR SUPPLEMENTS THERETO RELATING TO REGISTRABLE SECURITIES, THE
COMPANY SHALL PROVIDE A SINGLE COUNSEL SELECTED BY THE DESIGNATED HOLDERS
HOLDING A MAJORITY OF THE REGISTRABLE SECURITIES BEING REGISTERED IN SUCH
REGISTRATION ("HOLDERS' COUNSEL") WITH AN ADEQUATE AND APPROPRIATE OPPORTUNITY
TO REVIEW AND COMMENT ON SUCH REGISTRATION STATEMENT AND EACH PROSPECTUS
INCLUDED THEREIN (AND EACH AMENDMENT OR SUPPLEMENT THERETO) TO BE FILED WITH THE
SEC, SUBJECT TO SUCH DOCUMENTS BEING UNDER THE COMPANY'S CONTROL, PROVIDED, THAT
IN NO EVENT SHALL SUCH REVIEW PERIOD BE REQUIRED TO BE MORE THAN FIVE (5) DAYS,
AND THE COMPANY SHALL NOTIFY THE HOLDERS' COUNSEL AND EACH SELLER OF REGISTRABLE
SECURITIES OF ANY STOP ORDER ISSUED OR THREATENED BY THE SEC RELATING TO
REGISTRABLE
10
SECURITIES AND USE ALL REASONABLE EFFORTS TO PREVENT THE ENTRY OF SUCH STOP
ORDER OR TO REMOVE IT IF ENTERED;
(B)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO
SUCH REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS
MAY BE REASONABLY NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE FOR
THE PERIOD SPECIFIED IN SUCH ARTICLE III, OR WITH RESPECT TO ARTICLE IV AND IF
NOT SO SPECIFIED THEREIN, THE LESSER OF (A) 180 DAYS AND (B) SUCH SHORTER PERIOD
WHICH WILL TERMINATE WHEN ALL REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT HAVE BEEN SOLD AND SHALL COMPLY WITH THE PROVISIONS OF
THE SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL SECURITIES COVERED BY
SUCH REGISTRATION STATEMENT DURING SUCH PERIOD IN ACCORDANCE WITH THE INTENDED
METHODS OF DISPOSITION BY THE SELLERS THEREOF SET FORTH IN SUCH REGISTRATION
STATEMENT;
(C)
FURNISH TO EACH SELLER OF REGISTRABLE SECURITIES, PRIOR TO FILING A
REGISTRATION STATEMENT RELATING TO REGISTRABLE SECURITIES, AT LEAST ONE COPY OF
SUCH REGISTRATION STATEMENT AS IS PROPOSED TO BE FILED, AND THEREAFTER SUCH
NUMBER OF COPIES OF SUCH REGISTRATION STATEMENT, EACH AMENDMENT AND SUPPLEMENT
THERETO (IN EACH CASE INCLUDING ALL EXHIBITS THERETO), THE PROSPECTUS INCLUDED
IN SUCH REGISTRATION STATEMENT (INCLUDING EACH PRELIMINARY PROSPECTUS) AND ANY
PROSPECTUS FILED UNDER RULE 424 UNDER THE SECURITIES ACT AS EACH SUCH SELLER MAY
REASONABLY REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE REGISTRABLE
SECURITIES OWNED BY SUCH SELLER;
(D)
REGISTER OR QUALIFY SUCH REGISTRABLE SECURITIES UNDER SUCH OTHER
SECURITIES OR "BLUE SKY" LAWS OF SUCH JURISDICTIONS AS ANY SELLER OF REGISTRABLE
SECURITIES MAY REASONABLY REQUEST, AND CONTINUE SUCH REGISTRATION OR
QUALIFICATION IN EFFECT IN SUCH JURISDICTION FOR AS LONG AS PERMISSIBLE PURSUANT
TO THE LAWS OF SUCH JURISDICTION, OR FOR AS LONG AS ANY SUCH SELLER REASONABLY
REQUESTS OR UNTIL ALL OF SUCH REGISTRABLE SECURITIES ARE SOLD, WHICHEVER IS
SHORTEST, AND DO ANY AND ALL OTHER ACTS AND THINGS WHICH MAY BE REASONABLY
NECESSARY OR ADVISABLE TO ENABLE ANY SUCH SELLER TO CONSUMMATE THE DISPOSITION
IN SUCH JURISDICTIONS OF THE REGISTRABLE SECURITIES OWNED BY SUCH SELLER;
PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED TO (A) QUALIFY
GENERALLY TO DO BUSINESS IN ANY JURISDICTION WHERE IT WOULD NOT