NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
6.2
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS (INCLUDING POST-EFFECTIVE
AMENDMENTS) AND SUPPLEMENTS TO THE REGISTRATION STATEMENT AND THE PROSPECTUS
USED IN CONNECTION WITH THE REGISTRATION STATEMENT AS MAY BE NECESSARY TO KEEP
THE REGISTRATION STATEMENT EFFECTIVE AT ALL TIMES DURING THE REGISTRATION
PERIOD, AND, DURING THE REGISTRATION PERIOD, AND TO COMPLY WITH THE PROVISIONS
OF THE SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL SHARES OF SELLER
COVERED BY THE REGISTRATION STATEMENT UNTIL THE EXPIRATION OF THE REGISTRATION
PERIOD.
6.3
UNLESS AVAILABLE TO BUYER WITHOUT CHARGE THROUGH EDGAR, THE SEC'S WEBSITE
OR SELLER'S WEBSITE, FURNISH TO BUYER, (I) PROMPTLY AFTER THE SAME IS PREPARED
AND PUBLICLY DISTRIBUTED, FILED WITH THE SEC, OR RECEIVED BY SELLER,
ONE (1) COPY OF THE REGISTRATION STATEMENT, EACH PRELIMINARY PROSPECTUS AND THE
PROSPECTUS, AND EACH AMENDMENT OR SUPPLEMENT THERETO, AND (II) SUCH NUMBER OF
COPIES OF A PROSPECTUS, INCLUDING A PRELIMINARY PROSPECTUS, AND ALL AMENDMENTS
AND SUPPLEMENTS THERETO AND SUCH OTHER DOCUMENTS, AS BUYER MAY REASONABLY
REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE SHARES OWNED BY SELLER.
6.4
USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE ALL OF THE SHARES COVERED
BY THE REGISTRATION STATEMENT TO BE LISTED ON THE NATIONAL SECURITIES EXCHANGE
ON WHICH SECURITIES OF THE SAME CLASS OR SERIES ISSUED BY SELLER ARE THEN
LISTED.
5
7.
BUYER COVENANTS.
IN CONNECTION WITH REGISTRATION OF THE SHARES, SELLER
SHALL HAVE THE FOLLOWING OBLIGATIONS:
7.1
IT SHALL BE A CONDITION PRECEDENT TO THE OBLIGATIONS OF SELLER TO COMPLETE
THE REGISTRATION PURSUANT TO THIS AGREEMENT WITH RESPECT TO THE SHARES OF BUYER
THAT BUYER SHALL TIMELY FURNISH TO SELLER SUCH INFORMATION REGARDING ITSELF AS
SHALL BE REASONABLY REQUIRED TO EFFECT THE REGISTRATION OF SUCH SHARES AND SHALL
TIMELY EXECUTE SUCH DOCUMENTS IN CONNECTION WITH SUCH REGISTRATION AS SELLER MAY
REASONABLY REQUEST.
7.2
BUYER BY SUCH BUYER'S ACCEPTANCE OF THE SHARES AGREES TO COOPERATE WITH
SELLER AS REASONABLY REQUESTED BY SELLER IN CONNECTION WITH THE PREPARATION AND
FILING OF THE REGISTRATION STATEMENT HEREUNDER.
8.
MUTUAL CONDITIONS TO CLOSING.
8.1
ALL NECESSARY AND REQUIRED CONSENTS AND APPROVALS OF ANY REGULATORY BODY OR
AGENCY SHALL HAVE BEEN OBTAINED AND ALL NOTICE AND WAITING PERIODS REQUIRED BY
LAW TO PASS AFTER RECEIPT OF SUCH APPROVALS OR CONSENTS SHALL HAVE PASSED, AND
ALL CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS SET FORTH IN THIS AGREEMENT
SHALL HAVE BEEN SATISFIED.
8.2
THERE SHALL BE NO ACTUAL OR THREATENED CAUSES OF ACTION, INVESTIGATIONS OR
PROCEEDINGS (I) CHALLENGING THE VALIDITY OR LEGALITY OF THIS AGREEMENT OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR (II) SEEKING
DAMAGES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR
(III) SEEKING TO RESTRAIN OR INVALIDATE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, WHICH, IN THE CASE OF (I) THROUGH