AS AND WHEN APPLICABLE, ON
A TIMELY BASIS, ALL REPORTS REQUIRED TO BE FILED BY IT UNDER THE EXCHANGE ACT.
IF THE COMPANY IS NOT REQUIRED TO FILE REPORTS PURSUANT TO THE EXCHANGE ACT,
UPON THE REQUEST OF ANY HOLDER OF REGISTRABLE SECURITIES, THE COMPANY SHALL MAKE
PUBLICLY AVAILABLE THE INFORMATION SPECIFIED IN SUBPARAGRAPH (C)(2) OF RULE 144.
THE COMPANY SHALL TAKE SUCH FURTHER ACTION AS MAY BE REASONABLY REQUIRED FROM
TIME TO TIME AND AS MAY BE WITHIN THE REASONABLE CONTROL OF THE COMPANY, TO
ENABLE THE HOLDERS TO TRANSFER REGISTRABLE SECURITIES WITHOUT REGISTRATION UNDER
THE SECURITIES ACT WITHIN THE LIMITATION OF THE EXEMPTIONS PROVIDED BY RULE 144
OR ANY OTHER EXEMPTION FROM REGISTRATION. UPON THE REQUEST OF ANY HOLDER OF
REGISTRABLE SECURITIES, THE COMPANY WILL DELIVER TO SUCH HOLDER A WRITTEN
STATEMENT AS TO WHETHER IT HAS COMPLIED WITH SUCH REQUIREMENTS AND, IF NOT, THE
SPECIFICS THEREOF.
(B)
IN CONNECTION WITH ANY SALE, TRANSFER OR
OTHER DISPOSITION BY A HOLDER OF ANY REGISTRABLE SECURITIES PURSUANT TO
RULE 144, THE COMPANY SHALL COOPERATE WITH SUCH HOLDER TO FACILITATE THE TIMELY
PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING REGISTRABLE SECURITIES TO
BE SOLD AND NOT BEARING ANY SECURITIES ACT LEGEND, AND ENABLE CERTIFICATES FOR
SUCH REGISTRABLE SECURITIES TO BE FOR SUCH NUMBER OF SHARES AND REGISTERED IN
SUCH NAMES AS THE HOLDER MAY REASONABLY REQUEST AT LEAST TWO (2) BUSINESS DAYS
PRIOR TO ANY SALE OF REGISTRABLE SECURITIES.
(C)
SO LONG AS THE SHELF REGISTRATION STATEMENT
IS EFFECTIVE COVERING THE RESALE OF REGISTRABLE SECURITIES OWNED BY A HOLDER,
UPON THE REQUEST OF THE HOLDER, THE COMPANY WILL FURNISH TO SUCH HOLDER, AS SOON
AS PRACTICABLE AFTER IT IS AVAILABLE, ONE COPY OF (1) ITS ANNUAL REPORT TO
STOCKHOLDERS (WHICH ANNUAL REPORT SHALL CONTAIN FINANCIAL STATEMENTS AUDITED IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES BY A NATIONAL FIRM OF
CERTIFIED PUBLIC ACCOUNTANTS), (2) ITS ANNUAL REPORT ON FORM 10-K AND (3) ITS
QUARTERLY REPORTS ON FORM 10-Q (THE FOREGOING, IN EACH CASE, EXCLUDING
EXHIBITS).
1.6
REGISTRATION EXPENSES. THE COMPANY SHALL
BEAR AND PAY ALL EXPENSES INCURRED IN CONNECTION WITH ANY REGISTRATION, FILING,
OR QUALIFICATION OF REGISTRABLE SECURITIES WITH RESPECT TO A SHELF REGISTRATION
STATEMENT FOR EACH SELLING HOLDER, INCLUDING ALL REGISTRATION, EXCHANGE LISTING,
ACCOUNTING, FILING AND NASD FEES, ALL FEES AND EXPENSES OF COMPLYING WITH
SECURITIES OR BLUE SKY LAWS, ALL WORD PROCESSING, DUPLICATING AND PRINTING
EXPENSES, MESSENGER AND DELIVERY EXPENSES, THE REASONABLE FEES AND DISBURSEMENTS
OF COUNSEL FOR THE COMPANY, AND OF THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
AND COMPLIANCE AND REASONABLE FEES AND DISBURSEMENTS OF ONE FIRM OF COUNSEL FOR
THE HOLDERS. HOLDERS SHALL BE RESPONSIBLE FOR ANY DISCOUNTS AND COMMISSIONS AND
TAXES OF ANY KIND (INCLUDING WITHOUT LIMITATION, TRANSFER TAXES) RELATING TO ANY
DISPOSITION, SALE OR TRANSFER OF REGISTRABLE SECURITIES.
1.7
PIGGY-BACK REGISTRATIONS; OTHER
REGISTRATIONS. IF AT ANY TIME DURING THE EFFECTIVENESS PERIOD THERE IS NOT AN
EFFECTIVE SHELF REGISTRATION STATEMENT COVERING ALL OF THE REGISTRABLE
SECURITIES AND THE COMPANY SHALL DETERMINE TO PREPARE AND FILE WITH THE
COMMISSION A