THE COMPANY. WHENEVER
REQUIRED TO EFFECT THE REGISTRATION OF ANY REGISTRABLE SECURITIES OR FACILITATE
THE DISTRIBUTION OF REGISTRABLE SECURITIES PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT, THE COMPANY SHALL, AS EXPEDITIOUSLY AS PRACTICABLE:
(I)
PREPARE AND FILE WITH THE COMMISSION A
PROSPECTUS SUPPLEMENT WITH RESPECT TO A PROPOSED OFFERING OF REGISTRABLE
SECURITIES PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, SUBJECT TO
SECTION 10(D), KEEP SUCH REGISTRATION STATEMENT EFFECTIVE OR SUCH PROSPECTUS
SUPPLEMENT CURRENT;
(II)
PREPARE AND FILE WITH THE COMMISSION SUCH
AMENDMENTS AND SUPPLEMENTS TO THE APPLICABLE REGISTRATION STATEMENT AND THE
PROSPECTUS OR PROSPECTUS SUPPLEMENT USED IN CONNECTION WITH SUCH REGISTRATION
STATEMENT AS MAY BE NECESSARY TO COMPLY WITH THE PROVISIONS OF THE SECURITIES
ACT WITH RESPECT TO THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT;
(III)
FURNISH TO THE HOLDERS AND ANY UNDERWRITERS
SUCH NUMBER OF COPIES OF THE APPLICABLE REGISTRATION STATEMENT AND EACH SUCH
AMENDMENT AND SUPPLEMENT THERETO (INCLUDING IN EACH CASE ALL EXHIBITS) AND OF A
PROSPECTUS, INCLUDING A PRELIMINARY PROSPECTUS, IN CONFORMITY WITH THE
REQUIREMENTS OF THE SECURITIES ACT, AND SUCH OTHER DOCUMENTS AS THEY MAY
REASONABLY REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF REGISTRABLE
SECURITIES OWNED OR TO BE DISTRIBUTED BY THEM;
(IV)
USE ITS REASONABLE BEST EFFORTS TO REGISTER
AND QUALIFY THE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH
OTHER SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS SHALL BE REASONABLY
REQUESTED BY THE HOLDERS OR ANY MANAGING UNDERWRITER(S), TO KEEP SUCH
REGISTRATION OR QUALIFICATION IN EFFECT FOR SO LONG AS SUCH REGISTRATION
STATEMENT REMAINS IN EFFECT, AND TO TAKE ANY OTHER ACTION WHICH MAY BE
REASONABLY NECESSARY TO ENABLE SUCH SELLER TO CONSUMMATE THE DISPOSITION IN SUCH
JURISDICTIONS OF THE SECURITIES OWNED BY SUCH HOLDER; PROVIDED THAT THE COMPANY
SHALL NOT BE REQUIRED IN CONNECTION THEREWITH OR AS A CONDITION THERETO TO
QUALIFY TO DO BUSINESS OR TO FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY
SUCH STATES OR JURISDICTIONS;
(V)
NOTIFY EACH HOLDER AT ANY TIME WHEN A
PROSPECTUS RELATING THERETO IS REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT
OF THE HAPPENING OF ANY EVENT AS A RESULT OF WHICH THE APPLICABLE PROSPECTUS, AS
THEN IN EFFECT, INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT
34
OR OMITS TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS THEREIN NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES THEN
EXISTING;
(VI)
GIVE WRITTEN NOTICE TO THE HOLDERS:
(A)
WHEN ANY REGISTRATION STATEMENT FILED PURSUANT
TO SECTION 10(A) OR ANY AMENDMENT THERETO HAS BEEN FILED WITH THE COMMISSION AND
WHEN SUCH REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT THERETO HAS
BECOME EFFECTIVE;
(B)
OF THE ISSUANCE BY THE COMMISSION OF ANY STOP
ORDER SUSPENDING THE EFFECTIVENESS OF ANY REGISTRATION STATEMENT OR THE
INITIATION OF ANY PROCEEDINGS FOR THAT PURPOSE;
(C)
OF THE RECEIPT BY THE COMPANY OR ITS LEGAL
COUNSEL OF ANY NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION
OF THE COMMON STOCK FOR SALE IN ANY JURISDICTION OR THE