RESPOND AS PROMPTLY AS POSSIBLE TO ANY
COMMENTS RECEIVED FROM THE SEC WITH RESPECT TO EACH REGISTRATION STATEMENT OR
ANY AMENDMENT THERETO, OR ANY DOCUMENT FILED WITH THE SEC THAT WOULD SUSPEND THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT, AND, IF REQUESTED BY AN INVESTOR,
AS PROMPTLY AS REASONABLY POSSIBLE PROVIDE SUCH INVESTOR WITH TRUE AND COMPLETE
COPIES OF ALL CORRESPONDENCE FROM AND TO THE SEC RELATING TO THE REGISTRATION
STATEMENT (OTHER THAN THOSE PORTIONS OF ANY CORRESPONDENCE CONTAINING MATERIAL
NONPUBLIC INFORMATION); AND (IV) COMPLY WITH THE PROVISIONS OF THE SECURITIES
ACT AND THE EXCHANGE ACT WITH RESPECT TO THE DISPOSITION OF ALL REGISTRABLE
SHARES COVERED BY SUCH REGISTRATION STATEMENT AS SO AMENDED OR IN SUCH
PROSPECTUS AS SO SUPPLEMENTED.
(C)
NOTIFY THE INVESTORS AS PROMPTLY AS REASONABLY POSSIBLE:
(I)
WHEN THE SEC NOTIFIES THE COMPANY WHETHER THERE WILL BE A
"REVIEW" OF A REGISTRATION STATEMENT AND WHENEVER THE SEC COMMENTS IN WRITING ON
SUCH REGISTRATION STATEMENT; AND
5
(II)
WHEN A REGISTRATION STATEMENT, OR ANY POST-EFFECTIVE AMENDMENT OR
SUPPLEMENT THERETO, HAS BECOME EFFECTIVE, AND AFTER THE EFFECTIVENESS THEREOF:
(A) OF ANY REQUEST BY THE SEC OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL
AUTHORITY FOR AMENDMENTS OR SUPPLEMENTS TO THE REGISTRATION STATEMENT OR
PROSPECTUS OR FOR ADDITIONAL INFORMATION; (B) OF THE ISSUANCE BY THE SEC OR ANY
STATE SECURITIES COMMISSION OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF
THE REGISTRATION STATEMENT COVERING ANY OR ALL OF THE REGISTRABLE SHARES OR THE
INITIATION OF ANY PROCEEDINGS FOR THAT PURPOSE; (C) OF THE RECEIPT BY THE
COMPANY OF ANY NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION
OR EXEMPTION FROM QUALIFICATION OF ANY OF THE REGISTRABLE SHARES FOR SALE IN ANY
JURISDICTION, OR THE INITIATION OR THREATENING OF ANY PROCEEDING FOR SUCH
PURPOSE; AND (D) OF ANY PENDING PROCEEDING AGAINST THE COMPANY UNDER SECTION 8A
OF THE SECURITIES ACT IN CONNECTION WITH THE OFFERING OF THE REGISTRABLE
SHARES.
WITHOUT LIMITATION OF ANY REMEDIES TO WHICH THE INVESTORS MAY BE
ENTITLED UNDER THIS AGREEMENT OR OTHERWISE, IF ANY OF THE EVENTS DESCRIBED IN
SECTION 4(C)(II)(A), 4(C)(II)(B), 4(C)(II)(C), AND 4(C)(II)(D) OCCUR, THE
COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO RESPOND TO AND CORRECT THE
EVENT.
(D)
PROMPTLY NOTIFY THE INVESTORS OF THE HAPPENING OF ANY EVENT AS A
RESULT OF WHICH THE PROSPECTUS INCLUDED IN OR RELATING TO A REGISTRATION
STATEMENT CONTAINS AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS ANY FACT
NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING OR THE OCCURRENCE OF ANY
FACTS OR EVENTS ARISING AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT
(OR THE MOST RECENT POST-EFFECTIVE AMENDMENT THEREOF) WHICH, INDIVIDUALLY OR IN
THE AGGREGATE, REPRESENT A FUNDAMENTAL CHANGE IN THE INFORMATION SET FORTH IN
THE REGISTRATION STATEMENT; AND, THEREAFTER, THE COMPANY WILL AS PROMPTLY AS
POSSIBLE PREPARE (AND, WHEN COMPLETED, PROMPTLY GIVE WRITTEN NOTICE TO EACH
INVESTOR) A SUPPLEMENT OR AMENDMENT TO SUCH PROSPECTUS SO THAT, AS THEREAFTER
DELIVERED TO THE PURCHASERS OF SUCH REGISTRABLE SHARES, SUCH PROSPECTUS WILL NOT
CONTAIN AN UNTRUE STATEMENT OF A