TO STATE
A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING;
(IV)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO
OBTAIN THE WITHDRAWAL OF ANY ORDER SUSPENDING THE EFFECTIVENESS OF A
REGISTRATION STATEMENT;
(V)
IF REQUESTED BY THE MANAGING UNDERWRITERS OR
AN INVESTOR, PROMPTLY INCORPORATE IN A PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE
AMENDMENT SUCH INFORMATION AS THE MANAGING UNDERWRITERS OR THE INVESTORS HOLDING
A MAJORITY OF THE REGISTRABLE STOCK BEING SOLD BY INVESTORS AGREE SHOULD BE
INCLUDED THEREIN RELATING TO THE SALE OF SUCH REGISTRABLE STOCK, INCLUDING
INFORMATION WITH RESPECT TO THE AMOUNT OF REGISTRABLE STOCK BEING SOLD TO SUCH
UNDERWRITERS, THE PURCHASE PRICE BEING PAID THEREFOR BY SUCH UNDERWRITERS AND
WITH RESPECT TO ANY OTHER TERMS OF THE UNDERWRITTEN (OR BEST EFFORTS
UNDERWRITTEN) OFFERING OF THE REGISTRABLE STOCK TO BE SOLD IN SUCH OFFERING; AND
MAKE ALL REQUIRED FILINGS OF SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE
AMENDMENT AS SOON AS NOTIFIED OF THE MATTERS TO BE INCORPORATED IN SUCH
PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT;
(VI)
FURNISH TO SUCH INVESTOR AND EACH MANAGING
UNDERWRITER AT LEAST ONE SIGNED COPY OF THE REGISTRATION STATEMENT AND ANY
POST-EFFECTIVE AMENDMENT THERETO, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES,
ALL DOCUMENTS INCORPORATED THEREIN BY REFERENCE AND ALL EXHIBITS (INCLUDING
THOSE INCORPORATED BY REFERENCE);
(VII)
DELIVER TO SUCH INVESTORS AND THE UNDERWRITERS,
IF ANY, AS MANY COPIES OF THE PROSPECTUS (INCLUDING EACH PRELIMINARY PROSPECTUS)
AND ANY AMENDMENT OR SUPPLEMENT THERETO AS SUCH PERSONS OR ENTITIES MAY
REASONABLY REQUEST;
(VIII)
PRIOR TO ANY PUBLIC SALE OF REGISTRABLE STOCK,
REGISTER OR QUALIFY OR CAUSE TO BE REGISTERED OR QUALIFIED SUCH REGISTRABLE
STOCK FOR OFFER AND SALE UNDER THE SECURITIES OR BLUE SKY LAWS OF SUCH
JURISDICTIONS WITHIN THE UNITED STATES AS ANY INVESTOR OR UNDERWRITER REASONABLY
REQUESTS IN WRITING AND DO ANY AND ALL OTHER ACTS OR THINGS NECESSARY OR
ADVISABLE TO ENABLE THE DISPOSITION IN SUCH JURISDICTIONS OF THE REGISTRABLE
STOCK COVERED BY THE APPLICABLE REGISTRATION STATEMENT; PROVIDED, HOWEVER, THAT
THE COMPANY WILL NOT BE REQUIRED TO QUALIFY GENERALLY TO DO BUSINESS IN ANY
JURISDICTION WHERE IT IS NOT THEN SO QUALIFIED OR TO TAKE ANY ACTION WHICH WOULD
SUBJECT IT TO GENERAL SERVICE OF PROCESS OR TAXATION IN ANY SUCH JURISDICTION
WHERE IT IS NOT THEN SO SUBJECT;
21
(IX)
COOPERATE WITH THE INVESTORS AND THE
MANAGING UNDERWRITERS, IF ANY, TO FACILITATE THE TIMELY PREPARATION AND DELIVERY
OF CERTIFICATES REPRESENTING REGISTRABLE STOCK TO BE SOLD PURSUANT TO SUCH
REGISTRATION STATEMENT AND NOT BEARING ANY RESTRICTIVE LEGENDS, AND ENABLE SUCH
REGISTRABLE STOCK TO BE IN SUCH DENOMINATIONS AND REGISTERED IN SUCH NAMES AS
THE MANAGING UNDERWRITERS MAY REQUEST AT LEAST TWO (2) BUSINESS DAYS PRIOR TO
ANY SALE OF REGISTRABLE STOCK TO THE UNDERWRITERS;
(X)
IF ANY FACT DESCRIBED IN CLAUSE (III)(E)
ABOVE EXISTS, PREPARE A SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO THE APPLICABLE
REGISTRATION STATEMENT OR THE RELATED PROSPECTUS OR ANY DOCUMENT INCORPORATED
THEREIN BY REFERENCE OR FILE ANY OTHER REQUIRED DOCUMENT SO THAT, AS THEREAFTER
DELIVERED TO THE PURCHASERS OF THE REGISTRABLE