THE REGISTRABLE SECURITIES REGISTERED THEREUNDER, KEEP SUCH
REGISTRATION STATEMENT EFFECTIVE FOR UP TO 120 DAYS OR IF SUCH REGISTRATION
STATEMENT IS ON FORM S-3 (OR ANY SUCCESSOR TO FORM S-3) AND PROVIDES FOR SALES
OF SECURITIES FROM TIME TO TIME PURSUANT TO RULE 415 UNDER THE SECURITIES ACT
FOR UP TO ONE YEAR.
(B)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO
SUCH REGISTRATION STATEMENT AND THE PROSPECTUS 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.
(C)
FURNISH, WITHOUT CHARGE, TO THE HOLDERS SUCH NUMBERS OF COPIES OF
A PROSPECTUS, INCLUDING EACH 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 BY THEM.
4
(D)
USE ITS 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, 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.
(E)
IN THE EVENT OF ANY UNDERWRITTEN PUBLIC OFFERING, ENTER INTO AND
PERFORM ITS OBLIGATIONS UNDER AN UNDERWRITING AGREEMENT, IN USUAL AND CUSTOMARY
FORM, WITH THE MANAGING UNDERWRITER OF SUCH OFFERING.
EACH HOLDER PARTICIPATING
IN SUCH UNDERWRITING SHALL ALSO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER
SUCH AN AGREEMENT.
(F)
NOTIFY EACH HOLDER OF REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT AT ANY TIME WHEN A PROSPECTUS RELATING THERETO IS
REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT OR THE HAPPENING OF ANY EVENT
AS A RESULT OF WHICH THE PROSPECTUS INCLUDED IN SUCH 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 NOT MISLEADING IN THE LIGHT OF THE CIRCUMSTANCES THEN
EXISTING.
(g)
The Company shall:
(I)
MAKE AVAILABLE FOR INSPECTION BY A REPRESENTATIVE OF THE HOLDERS,
THE MANAGING UNDERWRITER PARTICIPATING IN ANY DISPOSITION PURSUANT TO SUCH
REGISTRATION STATEMENT AND ONE FIRM OF ATTORNEYS DESIGNATED BY THE HOLDERS (UPON
EXECUTION OF CUSTOMARY CONFIDENTIALITY AGREEMENTS REASONABLY SATISFACTORY TO THE
COMPANY AND ITS COUNSEL), AT REASONABLE TIMES AND IN REASONABLE MANNER,
FINANCIAL AND OTHER RECORDS, DOCUMENTS AND PROPERTIES OF THE COMPANY THAT ARE
PERTINENT TO THE CONDUCT OF DUE DILIGENCE CUSTOMARY FOR AN UNDERWRITTEN
OFFERING, AND CAUSE THE OFFICERS, DIRECTORS AND EMPLOYEES OF THE COMPANY TO
SUPPLY ALL INFORMATION REASONABLY REQUESTED BY ANY SUCH REPRESENTATIVE,
UNDERWRITER OR ATTORNEY IN CONNECTION WITH A REGISTRATION STATEMENT AS SHALL BE
NECESSARY TO ENABLE SUCH PERSONS TO CONDUCT A REASONABLE INVESTIGATION WITHIN
THE MEANING OF SECTION 11 OF THE SECURITIES ACT.