AS MAY BE NECESSARY TO COMPLY WITH THE PROVISIONS OF THE
SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT;
(C)
FURNISH TO THE HOLDERS SUCH NUMBERS OF COPIES OF A PROSPECTUS,
INCLUDING A PRELIMINARY PROSPECTUS, IN CONFORMITY WITH THE REQUIREMENTS OF THE
SECURITIES ACT, AND SUCH OTHER DOCUMENTS AS THEY MAY REASONABLY REQUEST IN ORDER
TO FACILITATE THE DISPOSITION OF REGISTRABLE SECURITIES OWNED BY IT;
(D)
USE REASONABLE EFFORTS TO REGISTER AND QUALIFY THE SECURITIES
COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR BLUE SKY
LAWS OF SUCH JURISDICTIONS AS SHALL BE REASONABLY REQUESTED BY THE HOLDERS;
PROVIDED THAT THE COMPANY SHALL NOT BE REQUIRED IN CONNECTION THEREWITH OR AS A
CONDITION THERETO TO QUALIFY TO DO BUSINESS OR TO FILE A GENERAL CONSENT TO
SERVICE OF PROCESS IN ANY SUCH STATES OR JURISDICTIONS, UNLESS THE COMPANY IS
ALREADY SUBJECT TO SERVICE IN SUCH JURISDICTION AND EXCEPT AS MAY BE REQUIRED BY
THE SECURITIES ACT;
(E)
IN THE EVENT OF ANY UNDERWRITTEN PUBLIC OFFERING, ENTER INTO AND
PERFORM ITS OBLIGATIONS UNDER AN UNDERWRITING AGREEMENT, IN USUAL AND CUSTOMARY
FORM, WITH THE MANAGING UNDERWRITER OF SUCH OFFERING.
THE HOLDERS SHALL ALSO
ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER SUCH AN AGREEMENT;
(F)
CAUSE ALL SUCH REGISTRABLE SECURITIES REGISTERED PURSUANT TO THIS
AGREEMENT HEREUNDER TO BE LISTED ON EACH SECURITIES EXCHANGE AND TRADING SYSTEM
ON WHICH SIMILAR SECURITIES ISSUED BY THE COMPANY ARE THEN LISTED;
(G)
PROVIDE A TRANSFER AGENT AND REGISTRAR FOR ALL REGISTRABLE
SECURITIES REGISTERED PURSUANT HEREUNDER AND A CUSIP NUMBER FOR ALL SUCH
REGISTRABLE SECURITIES, IN EACH CASE NOT LATER THAN THE EFFECTIVE DATE OF SUCH
REGISTRATION;
5
(i)
use commercially reasonable efforts to
furnish, at the request of the Holders, on the date on which such Registrable
Securities are sold to the underwriter, (i) an opinion, dated 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, addressed to the underwriters, if any, and (ii) a "comfort" letter
dated 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 an underwritten public offering, addressed
to the underwriters, if any.
2.4.
FURNISH INFORMATION.
IT SHALL BE A CONDITION
PRECEDENT TO THE OBLIGATIONS OF THE COMPANY TO TAKE ANY ACTION PURSUANT TO THIS
SECTION 2 WITH RESPECT TO THE REGISTRABLE SECURITIES OF ANY HOLDER THAT THE
HOLDER SHALL FURNISH TO THE COMPANY A COMPLETED QUESTIONNAIRE (THE
"QUESTIONNAIRE") CONTAINING SUCH INFORMATION REGARDING ITSELF, THE REGISTRABLE
SECURITIES HELD BY IT, AND THE INTENDED METHOD OF DISPOSITION OF SUCH SECURITIES
AS THE COMPANY DETERMINES SHALL BE REASONABLY REQUIRED TO EFFECT THE
REGISTRATION OF THE HOLDER'S REGISTRABLE SECURITIES.
2.5.
EXPENSES OF REGISTRATION.
THE COMPANY SHALL
BEAR AND PAY ALL REGISTRATION, FILING AND QUALIFICATION FEES, PRINTERS AND
ACCOUNTING FEES, FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY AND
REASONABLE