ISSUANCE OF ANY STOP ORDER BY THE COMMISSION DELAYING OR
SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT OR OF THE INITIATION
OF ANY PROCEEDING FOR THAT PURPOSE; AND IT WILL PROMPTLY USE COMMERCIALLY
REASONABLE EFFORTS TO PREVENT THE ISSUANCE OF ANY STOP ORDER OR TO OBTAIN ITS
WITHDRAWAL AT THE EARLIEST POSSIBLE MOMENT IF SUCH STOP ORDER SHOULD BE ISSUED;
AND
(F)
WITH A VIEW TO MAKING AVAILABLE TO THE HOLDERS THE BENEFITS OF
RULE 144 AND ANY OTHER RULE OR REGULATION OF THE COMMISSION THAT MAY AT ANY TIME
PERMIT THE HOLDERS TO SELL REGISTRABLE SECURITIES TO THE PUBLIC WITHOUT
REGISTRATION, THE COMPANY COVENANTS AND AGREES TO USE COMMERCIALLY REASONABLE
EFFORTS TO:
(I) MAKE AND KEEP PUBLIC INFORMATION AVAILABLE, AS THOSE TERMS ARE
UNDERSTOOD AND DEFINED IN RULE 144, UNTIL THE EARLIER OF (A) SUCH DATE AS ALL OF
THE HOLDERS' REGISTRABLE SECURITIES MAY BE RESOLD PURSUANT TO RULE 144(K) OR ANY
OTHER RULE OF SIMILAR EFFECT OR (B) SUCH DATE AS ALL OF THE HOLDERS' REGISTRABLE
SECURITIES SHALL HAVE BEEN RESOLD; (II) FILE WITH THE COMMISSION IN A TIMELY
MANNER ALL REPORTS AND OTHER DOCUMENTS REQUIRED OF THE COMPANY UNDER THE
SECURITIES ACT AND UNDER THE EXCHANGE ACT; AND (III) FURNISH TO THE HOLDERS UPON
REQUEST, AS LONG AS THE HOLDERS OWN ANY REGISTRABLE SECURITIES, (A) A WRITTEN
STATEMENT BY THE COMPANY THAT IT HAS COMPLIED WITH THE REPORTING REQUIREMENTS OF
THE SECURITIES ACT AND THE EXCHANGE ACT, (B) A COPY OF THE COMPANY'S MOST RECENT
ANNUAL REPORT ON FORM 10-K OR QUARTERLY REPORT ON FORM 10-Q, AND (C) SUCH OTHER
INFORMATION AS MAY BE REASONABLY REQUESTED IN ORDER TO AVAIL THE HOLDERS OF ANY
RULE OR REGULATION OF THE COMMISSION THAT PERMITS THE SELLING OF ANY SUCH
REGISTRABLE SECURITIES WITHOUT REGISTRATION.
2.3
HOLDER INFORMATION.
IT SHALL BE A CONDITION PRECEDENT TO THE
OBLIGATIONS OF THE COMPANY TO TAKE ANY ACTION PURSUANT TO SECTION 2.2 ABOVE THAT
EACH HOLDER SHALL FURNISH TO THE COMPANY SUCH INFORMATION REGARDING ITSELF, THE
REGISTRABLE SECURITIES TO BE SOLD BY EACH HOLDER, AND THE INTENDED METHOD OF
DISPOSITION OF SUCH SECURITIES AS SHALL BE REQUIRED TO EFFECT THE REGISTRATION
OF THE REGISTRABLE SECURITIES.
EACH HOLDER AGREES THAT IT WILL PROMPTLY NOTIFY
THE COMPANY OF ANY MATERIAL CHANGES IN THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENT REGARDING SUCH HOLDER OR ITS PLAN OF DISTRIBUTION.
2.4
LIMITATION ON TRADING PURSUANT TO THE REGISTRATION STATEMENT.
THE
COMPANY SHALL PROMPTLY NOTIFY THE HOLDERS OF (A) THE ISSUANCE BY THE COMMISSION
OF A STOP ORDER SUSPENDING
THE EFFECTIVENESS OF THE REGISTRATION STATEMENT, (B) THE HAPPENING OF ANY EVENT,
OF WHICH THE COMPANY HAS KNOWLEDGE, AS A RESULT OF WHICH THE PROSPECTUS, AS THEN
IN EFFECT, INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMISSION TO STATE
A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING, AND (C) THE OCCURRENCE OR EXISTENCE OF ANY
PENDING CORPORATE DEVELOPMENT THAT, IN THE REASONABLE DISCRETION OF THE COMPANY,
MAKES IT ADVISABLE