WITH THE REGISTRATION OR QUALIFICATION (OR
EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION) OF SUCH REGISTRABLE
SECURITIES FOR OFFER AND SALE UNDER THE SECURITIES OR BLUE SKY LAWS OF THOSE
JURISDICTIONS WITHIN THE UNITED STATES AS ANY HOLDER REASONABLY REQUESTS IN
WRITING TO KEEP EACH SUCH REGISTRATION OR QUALIFICATION (OR EXEMPTION THEREFROM)
EFFECTIVE DURING THE EFFECTIVENESS PERIOD, (II) PREPARE AND FILE IN THOSE
JURISDICTIONS SUCH AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) AND
SUPPLEMENTS TO SUCH REGISTRATIONS AND QUALIFICATIONS AS MAY BE NECESSARY TO
MAINTAIN THE EFFECTIVENESS THEREOF DURING THE EFFECTIVENESS PERIOD, (III) TAKE
SUCH OTHER ACTIONS AS MAY BE REASONABLY NECESSARY TO MAINTAIN SUCH REGISTRATIONS
AND QUALIFICATIONS IN EFFECT AT ALL TIMES DURING THE EFFECTIVENESS PERIOD AND
(IV) TO DO ANY AND ALL OTHER ACTS OR THINGS NECESSARY OR ADVISABLE TO ENABLE THE
DISPOSITION IN SUCH JURISDICTIONS OF THE REGISTRABLE SECURITIES COVERED BY THE
REGISTRATION STATEMENTS; PROVIDED, THAT THE COMPANY SHALL NOT BE REQUIRED TO
QUALIFY GENERALLY TO DO BUSINESS IN ANY JURISDICTION WHERE IT IS NOT THEN
QUALIFIED, OR SUBJECT THE COMPANY TO ANY MATERIAL TAX IN ANY SUCH JURISDICTION
WHERE IT IS NOT THEN SO SUBJECT, OR FILE A GENERAL CONSENT TO SERVICE OF PROCESS
IN ANY SUCH JURISDICTION.
7
(H)
IF REQUESTED BY THE HOLDERS, COOPERATE WITH THE HOLDERS TO FACILITATE
THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING REGISTRABLE
SECURITIES TO BE DELIVERED TO A TRANSFEREE PURSUANT TO THE REGISTRATION
STATEMENTS, WHICH CERTIFICATES SHALL BE FREE OF ALL RESTRICTIVE LEGENDS, AND TO
ENABLE SUCH REGISTRABLE SECURITIES TO BE IN SUCH DENOMINATIONS AND REGISTERED IN
SUCH NAMES AS ANY SUCH HOLDERS MAY REQUEST.
(I)
UPON THE OCCURRENCE OF ANY EVENT CONTEMPLATED BY SECTION 3(C)(VI), AS
PROMPTLY AS REASONABLY POSSIBLE, PREPARE A SUPPLEMENT OR AMENDMENT, INCLUDING A
POST-EFFECTIVE AMENDMENT, TO THE AFFECTED REGISTRATION STATEMENTS OR A
SUPPLEMENT TO THE RELATED PROSPECTUS OR ANY DOCUMENT INCORPORATED OR DEEMED TO
BE INCORPORATED THEREIN BY REFERENCE, AND FILE ANY OTHER REQUIRED DOCUMENT SO
THAT, AS THEREAFTER DELIVERED, NO REGISTRATION STATEMENT NOR ANY PROSPECTUS WILL
CONTAIN AN 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
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
IF THE
COMPANY NOTIFIES THE HOLDERS IN ACCORDANCE WITH SECTION 3(C)(VI) TO SUSPEND THE
USE OF ANY PROSPECTUS UNTIL THE REQUISITE CHANGES TO SUCH PROSPECTUS HAVE BEEN
MADE, THEN THE HOLDERS SHALL SUSPEND USE OF SUCH PROSPECTUS.
THE COMPANY WILL
USE ITS COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE USE OF THE PROSPECTUS
MAY BE RESUMED AS PROMPTLY AS IS PRACTICABLE.
THE COMPANY SHALL BE ENTITLED TO
EXERCISE ITS RIGHT TO SUSPEND THE AVAILABILITY OF A REGISTRATION STATEMENT AND
PROSPECTUS FOR A PERIOD NOT TO EXCEED SIXTY (60) CALENDAR DAYS (WHICH NEED NOT
BE CONSECUTIVE DAYS) IN ANY 12-MONTH PERIOD.
(J)
THE COMPANY MAY REQUIRE EACH SELLING HOLDER TO FURNISH TO THE COMPANY
A CERTIFIED STATEMENT AS TO THE NUMBER OF SHARES OF COMMON STOCK BENEFICIALLY
OWNED BY SUCH HOLDER