FOR WHICH THE COMPANY THEN QUALIFIES OR WHICH
COUNSEL FOR THE COMPANY SHALL DEEM APPROPRIATE AND WHICH FORM SHALL BE AVAILABLE
FOR THE SALE OF THE REGISTRABLE SECURITIES TO BE REGISTERED THEREUNDER IN
ACCORDANCE WITH THE INTENDED METHOD OF DISTRIBUTION THEREOF, AND USE ITS
REASONABLE BEST EFFORTS AND PROCEED DILIGENTLY AND IN GOOD FAITH TO CAUSE SUCH
FILED REGISTRATION STATEMENT TO BECOME EFFECTIVE UNDER THE SECURITIES ACT;
PROVIDED THAT AT LEAST FIVE BUSINESS DAYS BEFORE FILING A REGISTRATION STATEMENT
OR PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS THERETO, THE COMPANY WILL FURNISH
TO THE PURCHASERS AND TO ONE COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY
SELECTED BY THE PURCHASERS, COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE FILED,
WHICH DOCUMENTS WILL BE SUBJECT TO THE REVIEW OF SUCH COUNSEL; PROVIDED FURTHER
THAT IN CONNECTION WITH A DEMAND REGISTRATION, THE COMPANY SHALL NOT FILE ANY
REGISTRATION STATEMENT OR PROSPECTUS, OR ANY AMENDMENTS OR SUPPLEMENTS THERETO,
IF THE PURCHASERS OR THEIR COUNSEL SHALL REASONABLY OBJECT ON A TIMELY BASIS
(PROVIDED THE TIME PERIOD FOR WHICH THE FILING OF A DEMAND REGISTRATION IS
26
DELAYED PURSUANT TO THE OBJECTION OF THE PURCHASERS SHALL BE ADDED TO THE
REQUIRED FILING DATE);
(B)
PREPARE AND FILE WITH THE SEC SUCH
AMENDMENTS AND SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AND THE PROSPECTUS
USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION
STATEMENT EFFECTIVE PURSUANT TO SECTION 6.1 UNTIL ALL REGISTRABLE SECURITIES
COVERED BY SUCH REGISTRATION STATEMENT HAVE BEEN SOLD AND COMPLY WITH THE
PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT DURING SUCH PERIOD IN
ACCORDANCE WITH THE INTENDED METHOD OF DISPOSITION BY THE PURCHASERS THEREOF SET
FORTH IN SUCH REGISTRATION STATEMENT; PROVIDED HOWEVER THAT THE PURCHASERS THAT
HAVE BEEN INCLUDED ON A "SHELF" REGISTRATION STATEMENT MAY REQUEST THAT THEIR
REGISTRABLE SECURITIES BE REMOVED FROM SUCH REGISTRATION STATEMENT, IN WHICH
EVENT THE COMPANY SHALL AS PROMPTLY AS PRACTICABLE EITHER WITHDRAW SUCH
REGISTRATION STATEMENT OR FILE A POST-EFFECTIVE AMENDMENT TO SUCH REGISTRATION
STATEMENT REMOVING SUCH REGISTRABLE SECURITIES;
(C)
FURNISH TO THE PURCHASERS SUCH NUMBER OF
COPIES OF SUCH REGISTRATION STATEMENT, EACH AMENDMENT AND SUPPLEMENT THERETO (IN
EACH CASE INCLUDING ALL EXHIBITS THERETO), THE PROSPECTUS INCLUDED IN SUCH
REGISTRATION STATEMENT (INCLUDING EACH PRELIMINARY PROSPECTUS) AND SUCH OTHER
DOCUMENTS AS THE PURCHASERS MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE
DISPOSITION OF THE REGISTRABLE SECURITIES;
(D)
NOTIFY THE PURCHASERS PROMPTLY, AND CONFIRM
SUCH NOTICE IN WRITING:
(I)
WHEN A PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT OR POST-EFFECTIVE AMENDMENT HAS BEEN FILED, AND, WITH RESPECT TO A
REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT, WHEN THE SAME HAS BECOME
EFFECTIVE UNDER THE SECURITIES ACT AND EACH APPLICABLE STATE LAW;
(II)
OF ANY REQUEST BY THE SEC OR ANY OTHER
FEDERAL OR STATE GOVERNMENTAL AUTHORITY FOR AMENDMENTS OR SUPPLEMENTS TO A
REGISTRATION STATEMENT OR RELATED PROSPECTUS OR FOR ADDITIONAL INFORMATION;
(III)
OF THE ISSUANCE BY THE SEC OF ANY STOP ORDER
SUSPENDING THE EFFECTIVENESS OF A REGISTRATION STATEMENT OR THE INITIATION OF