TIME,
THE COMPANY WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO OBTAIN THE LIFTING
OF SUCH ORDER AS SOON AS IS REASONABLY POSSIBLE.
ADDITIONALLY, THE COMPANY
AGREES THAT IT SHALL COMPLY WITH THE PROVISIONS OF RULES 424(B) AND 430A, AS
APPLICABLE, UNDER THE SECURITIES ACT AND WILL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO CONFIRM THAT ANY FILINGS MADE BY THE COMPANY UNDER SUCH
RULE 424(B) WERE RECEIVED IN A TIMELY MANNER BY THE COMMISSION.
(C)
AMENDMENTS AND SUPPLEMENTS TO THE PROSPECTUS AND OTHER SECURITIES ACT
MATTERS.
IF, DURING THE PROSPECTUS DELIVERY PERIOD, ANY EVENT SHALL OCCUR OR
CONDITION EXIST AS A RESULT OF WHICH IT IS NECESSARY TO AMEND OR SUPPLEMENT THE
PROSPECTUS IN ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCES WHEN THE PROSPECTUS IS DELIVERED TO A PURCHASER, NOT MISLEADING,
OR IF IN THE REASONABLE OPINION OF COUNSEL FOR THE UNDERWRITERS IT IS OTHERWISE
NECESSARY TO AMEND OR SUPPLEMENT THE PROSPECTUS TO COMPLY WITH THE SECURITIES
ACT, THE COMPANY AGREES TO PROMPTLY PREPARE (SUBJECT TO SECTION 3(A)(A) HEREOF),
FILE WITH THE COMMISSION AND FURNISH AT ITS OWN EXPENSE TO THE UNDERWRITERS AND
TO DEALERS, AMENDMENTS OR SUPPLEMENTS TO THE PROSPECTUS SO THAT THE STATEMENTS
IN THE PROSPECTUS AS SO AMENDED OR SUPPLEMENTED WILL NOT, IN THE LIGHT OF THE
CIRCUMSTANCES WHEN THE PROSPECTUS IS DELIVERED TO A PURCHASER, BE MISLEADING OR
SO THAT THE PROSPECTUS, AS AMENDED OR SUPPLEMENTED, WILL COMPLY WITH THE
SECURITIES ACT.
(D)
COPIES OF ANY AMENDMENTS AND SUPPLEMENTS TO THE PROSPECTUS.
THE COMPANY
AGREES TO FURNISH THE REPRESENTATIVES, WITHOUT CHARGE, DURING THE PROSPECTUS
DELIVERY PERIOD, AS MANY COPIES OF THE PROSPECTUS AND ANY AMENDMENTS AND
SUPPLEMENTS THERETO AS THE REPRESENTATIVES MAY REASONABLY REQUEST.
(E)
BLUE SKY COMPLIANCE.
THE COMPANY SHALL COOPERATE WITH THE REPRESENTATIVES
AND COUNSEL FOR THE UNDERWRITERS TO QUALIFY OR REGISTER THE COMMON
22
SHARES FOR SALE UNDER (OR OBTAIN EXEMPTIONS FROM THE APPLICATION OF) THE STATE
SECURITIES OR BLUE SKY LAWS OR CANADIAN PROVINCIAL SECURITIES LAWS OR OTHER
FOREIGN LAWS OF THOSE JURISDICTIONS REASONABLY DESIGNATED BY THE
REPRESENTATIVES, SHALL COMPLY WITH SUCH LAWS AND SHALL CONTINUE SUCH
QUALIFICATIONS, REGISTRATIONS AND EXEMPTIONS IN EFFECT SO LONG AS REQUIRED FOR
THE DISTRIBUTION OF THE COMMON SHARES.
NOTWITHSTANDING THE PRECEDING SENTENCE,
THE COMPANY SHALL NOT BE REQUIRED TO QUALIFY AS A FOREIGN CORPORATION OR TO TAKE
ANY ACTION THAT WOULD SUBJECT IT TO GENERAL SERVICE OF PROCESS IN ANY SUCH
JURISDICTION WHERE IT IS NOT PRESENTLY QUALIFIED OR WHERE IT WOULD BE SUBJECT TO
TAXATION AS A FOREIGN CORPORATION. THE COMPANY WILL ADVISE THE REPRESENTATIVES
PROMPTLY OF THE SUSPENSION OF THE QUALIFICATION OR REGISTRATION OF (OR ANY SUCH
EXEMPTION RELATING TO) THE COMMON SHARES FOR OFFERING, SALE OR TRADING IN ANY
JURISDICTION OR ANY INITIATION OR THREAT OF ANY PROCEEDING FOR ANY SUCH PURPOSE,
AND IN THE EVENT OF THE ISSUANCE OF ANY ORDER SUSPENDING SUCH QUALIFICATION,
REGISTRATION OR EXEMPTION, THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO OBTAIN THE WITHDRAWAL THEREOF AS SOON AS IS REASONABLY POSSIBLE.
(F)