material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing.
(f)
Furnish, at the request of the Holders on the date that the registration
statement with respect to such securities becomes effective, (i) an opinion,
dated as of such date, of the counsel representing the Company for the purposes
of such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering and reasonably satisfactory to
the Holders, addressed to the Holders and (ii) a letter dated as of such date,
from the independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public accountants to
underwriters in connection with an underwritten public offering and reasonably
satisfactory to the Holders, addressed to the Holders.
1.4
TEMPORARY CESSATION OF OFFERS AND SALES.
THE HOLDERS ACKNOWLEDGE
THAT THERE MAY OCCASIONALLY BE TIMES WHEN THE COMPANY MAY BE REQUIRED TO SUSPEND
THE USE OF THE PROSPECTUS FORMING PART OF THE REGISTRATION STATEMENT UNTIL SUCH
TIME AS AN AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN FILED BY THE COMPANY
AND DECLARED EFFECTIVE BY THE COMMISSION, UNTIL THE PROSPECTUS IS SUPPLEMENTED
OR AMENDED TO COMPLY WITH THE SECURITIES ACT, OR UNTIL SUCH TIME AS THE COMPANY
HAS FILED AN APPROPRIATE REPORT WITH THE COMMISSION PURSUANT TO THE EXCHANGE
ACT.
THE HOLDERS HEREBY COVENANT THAT THEY WILL NOT SELL ANY REGISTRABLE
SECURITIES PURSUANT TO SAID PROSPECTUS DURING THE PERIOD COMMENCING AT THE TIME
AT WHICH THE COMPANY GIVES THE HOLDERS NOTICE OF THE SUSPENSION OF THE USE OF
SAID PROSPECTUS AND ENDING AT THE TIME THE COMPANY GIVES THE HOLDERS NOTICE THAT
THE HOLDERS MAY THEREAFTER EFFECT SALES PURSUANT TO SAID PROSPECTUS, AS THE SAME
MAY HAVE BEEN SUPPLEMENTED OR AMENDED, PROVIDED, HOWEVER, THAT IF THE USE OF THE
PROSPECTUS IS SUSPENDED, THE COMPANY SHALL USE ITS BEST EFFORTS TO TAKE ALL
ACTIONS REASONABLY NECESSARY TO SUPPLEMENT OR TO AMEND THE PROSPECTUS SUCH THAT
THE PROSPECTUS SHALL AGAIN BE EFFECTIVE.
IN THE EVENT OF ANY SUSPENSION OF USE
OF A REGISTRATION STATEMENT PURSUANT TO THIS PARAGRAPH, THE TIME PERIOD DURING
WHICH THE COMPANY IS OBLIGATED TO MAINTAIN THE EFFECTIVENESS OF SUCH
REGISTRATION STATEMENT PURSUANT TO THIS AGREEMENT SHALL BE TOLLED FOR THE
DURATION OF THE PERIOD DURING WHICH USE OF THE REGISTRATION STATEMENT WAS
SUSPENDED.
3
1.5.
INDEMNIFICATION.
(A)
THE COMPANY WILL INDEMNIFY EACH HOLDER WITHIN THE MEANING OF
SECTION 15 OF THE SECURITIES ACT, WITH RESPECT TO WHICH REGISTRATION,
QUALIFICATION OR COMPLIANCE HAS BEEN EFFECTED PURSUANT TO THIS SECTION 1.5,
AGAINST ALL EXPENSES, CLAIMS, LOSSES, DAMAGES OR LIABILITIES (OR ACTIONS IN
RESPECT THEREOF), INCLUDING ANY OF THE FOREGOING INCURRED IN SETTLEMENT OF ANY
LITIGATION, COMMENCED OR THREATENED, ARISING OUT OF OR BASED ON ANY UNTRUE
STATEMENT (OR ALLEGED UNTRUE STATEMENT) OF A MATERIAL FACT CONTAINED IN ANY
REGISTRATION STATEMENT, PROSPECTUS, OFFERING CIRCULAR OR OTHER DOCUMENT, OR ANY
AMENDMENT OR SUPPLEMENT THERETO, INCIDENT TO ANY SUCH REGISTRATION,
QUALIFICATION OR