MADE, NOT MISLEADING, AND TO USE ITS COMMERCIALLY REASONABLE EFFORTS TO PROMPTLY
PREPARE AN AMENDMENT TO THE REGISTRATION STATEMENT AND SUPPLEMENT TO THE
PROSPECTUS TO CORRECT SUCH UNTRUE STATEMENT OR OMISSION, AND DELIVER A NUMBER OF
COPIES OF SUCH SUPPLEMENT OR AMENDMENT TO THE HOLDERS AS THE HOLDERS MAY
REASONABLY REQUEST.
4.
Obligations of the Holders.
In connection with the registration
of the Registrable Securities, the Holders shall have the following obligations:
(A)
IT SHALL BE A CONDITION PRECEDENT TO THE OBLIGATIONS OF THE COMPANY TO
COMPLETE THE REGISTRATION PURSUANT TO THIS AGREEMENT OF THE REGISTRABLE
SECURITIES OF EACH HOLDER THAT SUCH HOLDER SHALL FURNISH TO THE COMPANY IN
WRITING SUCH INFORMATION REGARDING ITSELF, THE REGISTRABLE SECURITIES HELD BY
IT, AND THE INTENDED METHOD OF DISPOSITION OF THE REGISTRABLE SECURITIES HELD BY
IT, AS SHALL BE REASONABLY REQUIRED TO EFFECT THE REGISTRATION OF SUCH
REGISTRABLE SECURITIES, AND SUCH HOLDER SHALL EXECUTE SUCH DOCUMENTS IN
CONNECTION WITH SUCH REGISTRATION AS THE COMPANY MAY REASONABLY REQUEST.
(B)
THE HOLDER, BY SUCH HOLDER'S ACCEPTANCE OF THE REGISTRABLE SECURITIES,
AGREES TO COOPERATE WITH THE COMPANY AS REASONABLY REQUESTED BY THE COMPANY IN
CONNECTION WITH THE
5
PREPARATION AND FILING OF THE REGISTRATION STATEMENT HEREUNDER, UNLESS SUCH
HOLDER HAS NOTIFIED THE COMPANY IN WRITING OF SUCH HOLDER'S ELECTION TO EXCLUDE
ALL OF SUCH HOLDER'S REGISTRABLE SECURITIES FROM THE REGISTRATION STATEMENT.
(C)
THE HOLDERS SHALL NOT PREPARE OR USE ANY FREE WRITING PROSPECTUS (AS SUCH
TERM IS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) UNLESS ANY AND ALL ISSUER
INFORMATION INCLUDED THEREIN HAS BEEN APPROVED BY THE COMPANY AND SUCH APPROVAL
SHALL NOT BE UNREASONABLY DELAYED, CONDITIONED OR WITHHELD.
(D)
AS PROMPTLY AS PRACTICABLE AFTER BECOMING AWARE OF SUCH EVENT, THE HOLDERS
SHALL NOTIFY THE COMPANY OF THE OCCURRENCE OF ANY EVENT, AS A RESULT OF WHICH
THE PROSPECTUS INCLUDED IN A REGISTRATION STATEMENT, AS THEN IN EFFECT, INCLUDES
AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS 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.
(E)
EACH HOLDER AGREES THAT, UPON RECEIPT OF ANY NOTICE FROM THE COMPANY OF
THE HAPPENING OF ANY EVENT OF THE KIND DESCRIBED IN SECTIONS 3(E)(B), 3(E)(C) OR
3(F) ABOVE, SUCH HOLDER SHALL IMMEDIATELY DISCONTINUE ITS DISPOSITION OF
REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT.
(F)
EACH HOLDER SHALL TAKE ALL OTHER REASONABLE ACTIONS NECESSARY TO EXPEDITE
AND FACILITATE THE DISPOSITION BY THE HOLDER OF THE REGISTRABLE SECURITIES
PURSUANT TO THE REGISTRATION STATEMENT.
(G)
EACH HOLDER HEREBY COVENANTS AND AGREES THAT IT WILL COMPLY WITH ANY
PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT APPLICABLE TO IT IN
CONNECTION WITH SALES OF REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION
STATEMENT.
5.
Expenses.
All expenses incurred by the Company in complying with its obligations under
this Agreement shall be paid by the Company, except that the Company shall not
be liable for any
discounts or selling commissions to any underwriter