DAY PERIOD SHALL BE EXTENDED FOR UP TO
TWO HUNDRED FORTY (240) DAYS, IF NECESSARY, TO KEEP THE REGISTRATION STATEMENT
EFFECTIVE UNTIL ALL SUCH REGISTRABLE SECURITIES ARE SOLD;
(B)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO
SUCH REGISTRATION STATEMENT, AND THE PROSPECTUS USED IN CONNECTION WITH SUCH
REGISTRATION
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STATEMENT, AS MAY BE NECESSARY TO COMPLY WITH THE SECURITIES ACT IN ORDER TO
ENABLE THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH REGISTRATION STATEMENT;
(C)
FURNISH TO THE SELLING HOLDERS SUCH NUMBERS OF COPIES OF A
PROSPECTUS, INCLUDING A PRELIMINARY PROSPECTUS, AS REQUIRED BY THE SECURITIES
ACT, AND SUCH OTHER DOCUMENTS AS THE HOLDERS MAY REASONABLY REQUEST IN ORDER TO
FACILITATE THEIR DISPOSITION OF THEIR REGISTRABLE SECURITIES;
(D)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO REGISTER AND QUALIFY
THE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER
SECURITIES OR BLUE-SKY LAWS OF SUCH JURISDICTIONS AS SHALL BE REASONABLY
REQUESTED BY THE SELLING HOLDERS; PROVIDED THAT THE COMPANY SHALL NOT BE
REQUIRED TO QUALIFY TO DO BUSINESS OR TO FILE A GENERAL CONSENT TO SERVICE OF
PROCESS IN ANY SUCH STATES OR JURISDICTIONS, UNLESS THE COMPANY IS ALREADY
SUBJECT TO SERVICE IN SUCH JURISDICTION AND EXCEPT AS MAY BE REQUIRED BY THE
SECURITIES ACT;
(E)
IN THE EVENT OF ANY UNDERWRITTEN PUBLIC OFFERING, ENTER INTO AND
PERFORM ITS OBLIGATIONS UNDER AN UNDERWRITING AGREEMENT, IN USUAL AND CUSTOMARY
FORM, WITH THE UNDERWRITER(S) OF SUCH OFFERING;
(F)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE ALL SUCH
REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT TO BE LISTED ON A
NATIONAL SECURITIES EXCHANGE OR TRADING SYSTEM AND EACH SECURITIES EXCHANGE AND
TRADING SYSTEM (IF ANY) ON WHICH SIMILAR SECURITIES ISSUED BY THE COMPANY ARE
THEN LISTED;
(G)
PROVIDE A TRANSFER AGENT AND REGISTRAR FOR ALL REGISTRABLE
SECURITIES REGISTERED PURSUANT TO THIS AGREEMENT AND PROVIDE A CUSIP NUMBER FOR
ALL SUCH REGISTRABLE SECURITIES, IN EACH CASE NOT LATER THAN THE EFFECTIVE DATE
OF SUCH REGISTRATION;
(H)
PROMPTLY MAKE AVAILABLE FOR INSPECTION BY THE SELLING HOLDERS, ANY
UNDERWRITER(S) PARTICIPATING IN ANY DISPOSITION PURSUANT TO SUCH REGISTRATION
STATEMENT, AND ANY ATTORNEY OR ACCOUNTANT OR OTHER AGENT RETAINED BY ANY SUCH
UNDERWRITER OR SELECTED BY THE SELLING HOLDERS, ALL FINANCIAL AND OTHER RECORDS,
PERTINENT CORPORATE DOCUMENTS, AND PROPERTIES OF THE COMPANY, AND CAUSE THE
COMPANY'S OFFICERS, DIRECTORS, EMPLOYEES, AND INDEPENDENT ACCOUNTANTS TO SUPPLY
ALL INFORMATION REASONABLY REQUESTED BY ANY SUCH SELLER, UNDERWRITER, ATTORNEY,
ACCOUNTANT, OR AGENT, IN EACH CASE, AS NECESSARY OR ADVISABLE TO VERIFY THE
ACCURACY OF THE INFORMATION IN SUCH REGISTRATION STATEMENT AND TO CONDUCT
APPROPRIATE DUE DILIGENCE IN CONNECTION THEREWITH;
(I)
NOTIFY EACH SELLING HOLDER, PROMPTLY AFTER THE COMPANY RECEIVES
NOTICE THEREOF, OF THE TIME WHEN SUCH REGISTRATION STATEMENT HAS BEEN DECLARED
EFFECTIVE OR A SUPPLEMENT TO ANY PROSPECTUS FORMING A PART OF SUCH REGISTRATION
STATEMENT HAS BEEN FILED; AND
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(J)
AFTER SUCH REGISTRATION STATEMENT BECOMES EFFECTIVE, NOTIFY EACH
SELLING HOLDER OF ANY REQUEST BY THE SEC THAT THE COMPANY AMEND OR SUPPLEMENT
SUCH REGISTRATION STATEMENT OR PROSPECTUS.
2.5