ALL OTHER ACTIONS, AND DELIVER SUCH
OPINIONS AND CERTIFICATIONS, AS MAY BE REASONABLY REQUESTED BY SUCH MANAGING
UNDERWRITER OR UNDERWRITERS.
4
(II)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS SECTION 3, IF THE
MANAGING UNDERWRITER OR UNDERWRITERS WITH RESPECT TO SUCH UNDERWRITTEN OFFERING
ADVISE THE COMPANY IN WRITING THAT MARKETING FACTORS REQUIRE A LIMITATION OF THE
NUMBER OF SHARES OF COMMON STOCK TO BE UNDERWRITTEN, THE COMPANY MAY LIMIT THE
NUMBER OF REGISTRABLE SECURITIES TO BE INCLUDED IN SUCH REGISTRATION IN
ACCORDANCE WITH THE OPINION OF SUCH UNDERWRITER(S).
THE COMPANY SHALL SO ADVISE
ALL HOLDERS DISTRIBUTING REGISTRABLE SECURITIES THROUGH SUCH UNDERWRITING, AND
THERE SHALL BE EXCLUDED FROM SUCH REGISTRATION AND UNDERWRITING, TO THE EXTENT
NECESSARY TO SATISFY SUCH LIMITATION, FIRST SHARES HELD BY THE HOLDERS AND,
THEREAFTER, TO THE EXTENT NECESSARY, SHARES THAT THE COMPANY WISHES TO REGISTER
FOR ITS OWN ACCOUNT.
AS AMONG THE HOLDERS AS A GROUP, THE NUMBER OF REGISTRABLE
SECURITIES THAT MAY BE INCLUDED IN THE REGISTRATION AND UNDERWRITING SHALL BE
ALLOCATED IN PROPORTION, AS NEARLY AS PRACTICABLE, TO THE RESPECTIVE AMOUNTS OF
APPLICABLE REGISTRABLE SECURITIES (DETERMINED WITHOUT REGARD TO ANY REQUIREMENT
OF A REQUEST TO BE INCLUDED IN SUCH REGISTRATION) HELD BY ALL HOLDERS AT THE
TIME OF FILING THE REGISTRATION STATEMENT. TO FACILITATE THE ALLOCATION OF
SHARES IN ACCORDANCE WITH THE ABOVE PROVISIONS, THE COMPANY MAY ROUND THE NUMBER
OF SHARES ALLOCATED TO ANY HOLDER TO THE NEAREST 100 SHARES.
4.
COMPANY OBLIGATIONS.
IF AND WHENEVER THE COMPANY IS
REQUIRED BY THE PROVISIONS OF THIS AGREEMENT TO EFFECT A REGISTRATION OF
REGISTRABLE SECURITIES UNDER THE SECURITIES ACT, THE COMPANY SHALL PROMPTLY:
(A)
PREPARE AND FILE WITH THE COMMISSION A REGISTRATION STATEMENT
ON ANY FORM THAT MAY BE UTILIZED BY THE COMPANY AND THAT SHALL PERMIT THE
DISPOSITION OF THE REGISTRABLE SECURITIES IN ACCORDANCE WITH THE INTENDED METHOD
OR METHODS OF DISPOSITION THEREOF, AND SHALL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME AND REMAIN CONTINUALLY
EFFECTIVE (SUBJECT TO THE DELIVERY OF A CERTIFICATE OF THE CHIEF EXECUTIVE
OFFICER OF THE COMPANY PURSUANT TO SECTIONS 2(A) AND 3(A) HEREOF) UNTIL THE
EARLIER OF (I) SUCH TIME AS ALL OF THE REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT HAVE BEEN SOLD PURSUANT TO SUCH REGISTRATION STATEMENT OR
RULE 144 UNDER THE SECURITIES ACT, (II) SUCH TIME AS ALL THE REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT ARE ELIGIBLE TO BE RESOLD
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT WITHOUT COMPLIANCE WITH THE VOLUME
OR MANNER OF SALE REQUIREMENTS THEREOF, AND (III) THE TERMINATION OF THIS
AGREEMENT PURSUANT TO SECTION 9;
(B)
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND
SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AND THE PROSPECTUS CONTAINED THEREIN
AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE FOR THE TIME
PERIODS CONTEMPLATED BY SECTION 4(A) AND SUCH REGISTRATION STATEMENT AND
PROSPECTUS ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS DURING SUCH PERIOD
(INCLUDING AS MAY BE NECESSARY TO CORRECT ANY STATEMENTS OR OMISSIONS IN SUCH
REGISTRATION STATEMENT, PROSPECTUS OR