SHALL ALSO PROMPTLY NOTIFY
LEGAL COUNSEL AND EACH INVESTOR IN WRITING (I) WHEN A PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT HAS BEEN FILED, AND WHEN A
REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT HAS BECOME EFFECTIVE
(NOTIFICATION OF SUCH EFFECTIVENESS SHALL BE DELIVERED TO LEGAL COUNSEL AND EACH
INVESTOR BY FACSIMILE ON THE SAME DAY OF SUCH EFFECTIVENESS AND BY OVERNIGHT
MAIL), (II) OF ANY REQUEST BY THE SEC FOR AMENDMENTS OR SUPPLEMENTS TO A
REGISTRATION STATEMENT OR RELATED PROSPECTUS OR RELATED INFORMATION, AND
(III) OF THE COMPANY'S REASONABLE DETERMINATION THAT A POST-EFFECTIVE AMENDMENT
TO A REGISTRATION STATEMENT WOULD BE APPROPRIATE.
(G)
THE COMPANY SHALL USE ITS BEST EFFORTS TO PREVENT THE ISSUANCE OF
ANY STOP ORDER OR OTHER SUSPENSION OF EFFECTIVENESS OF A REGISTRATION STATEMENT,
OR THE SUSPENSION OF THE QUALIFICATION OF ANY OF THE REGISTRABLE SECURITIES FOR
SALE IN ANY JURISDICTION AND, IF SUCH AN ORDER OR SUSPENSION IS ISSUED, TO
OBTAIN THE WITHDRAWAL OF SUCH ORDER OR SUSPENSION PROMPTLY AND TO NOTIFY LEGAL
COUNSEL AND EACH INVESTOR WHO HOLDS REGISTRABLE SECURITIES BEING SOLD OF THE
ISSUANCE OF SUCH ORDER AND THE RESOLUTION THEREOF OR ITS RECEIPT OF ACTUAL
NOTICE OF THE INITIATION OR THREAT OF ANY PROCEEDING FOR SUCH PURPOSE.
(H)
THE COMPANY SHALL COOPERATE WITH THE INVESTORS WHO HOLD
REGISTRABLE SECURITIES BEING OFFERED AND FACILITATE THE TIMELY PREPARATION AND
DELIVERY OF CERTIFICATES (NOT BEARING ANY RESTRICTIVE LEGEND) REPRESENTING THE
REGISTRABLE SECURITIES TO BE OFFERED PURSUANT TO A REGISTRATION STATEMENT AND
ENABLE SUCH CERTIFICATES TO BE IN SUCH DENOMINATIONS OR AMOUNTS, AS THE CASE MAY
BE, AS THE INVESTORS MAY REASONABLY REQUEST AND REGISTERED IN SUCH NAMES AS THE
INVESTORS MAY REQUEST.
(I)
THE COMPANY SHALL PROVIDE A TRANSFER AGENT AND REGISTRAR OF ALL
SUCH REGISTRABLE SECURITIES NOT LATER THAN THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT.
(J)
THE COMPANY SHALL OTHERWISE USE ITS BEST EFFORTS TO COMPLY (AND
CONTINUE TO COMPLY) WITH ALL APPLICABLE RULES AND REGULATIONS OF THE SEC
(INCLUDING, WITHOUT LIMITATION, MAINTAINING DISCLOSURE CONTROLS AND PROCEDURES
(AS DEFINED IN EXCHANGE ACT RULE 13A-15(E)) AND INTERNAL CONTROL OVER FINANCIAL
REPORTING (AS DEFINED IN EXCHANGE ACT RULE 13A-15(F)) IN ACCORDANCE WITH THE
EXCHANGE ACT), AND MAKE GENERALLY AVAILABLE TO ITS SECURITY HOLDERS, AS SOON AS
REASONABLY PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT
(AND IN ANY EVENT WITHIN FORTY-FIVE (45) DAYS, OR NINETY (90) DAYS IF IT IS A
FISCAL YEAR, AFTER THE END OF SUCH TWELVE-MONTH (12) PERIOD DESCRIBED
HEREAFTER), AN EARNINGS STATEMENT (WHICH NEED NOT BE AUDITED) COVERING THE
PERIOD OF AT LEAST TWELVE (12) CONSECUTIVE MONTHS BEGINNING WITH THE FIRST DAY
OF THE COMPANY'S FIRST CALENDAR QUARTER AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT, WHICH EARNINGS STATEMENT SHALL SATISFY THE PROVISIONS OF
SECTION 11(A) OF THE SECURITIES ACT AND RULE 158 THEREUNDER;
7
(K)
WITHIN ONE (1) BUSINESS DAY AFTER A REGISTRATION STATEMENT WHICH
COVERS REGISTRABLE SECURITIES IS ORDERED EFFECTIVE BY THE SEC, THE COMPANY SHALL
DELIVER, AND SHALL CAUSE LEGAL COUNSEL FOR THE COMPANY TO DELIVER, TO