COVERED BY SUCH REGISTRATION STATEMENT DURING SUCH PERIOD IN
ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE SELLERS THEREOF SET
FORTH IN SUCH REGISTRATION STATEMENT;
(III)
FURNISH TO EACH SELLER OF REGISTRABLE COMMON STOCK THE PROSPECTUS
INCLUDED IN SUCH REGISTRATION STATEMENT (INCLUDING EACH PRELIMINARY PROSPECTUS)
AND ANY SUPPLEMENT THERETO AND SUCH OTHER DOCUMENTS AS SUCH SELLER MAY
REASONABLY REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE REGISTRABLE
COMMON STOCK OWNED BY SUCH SELLER;
(IV)
REGISTER OR QUALIFY SUCH REGISTRABLE COMMON STOCK UNDER SUCH OTHER
SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS ANY SELLER REASONABLY
REQUESTS AND DO ANY AND ALL OTHER ACTS AND THINGS WHICH MAY BE REASONABLY
NECESSARY OR ADVISABLE TO ENABLE SUCH SELLER TO CONSUMMATE THE DISPOSITION IN
SUCH JURISDICTIONS OF THE REGISTRABLE COMMON STOCK OWNED BY SUCH SELLER
(PROVIDED, THAT THE COMPANY WILL NOT BE REQUIRED TO (I) QUALIFY GENERALLY TO DO
BUSINESS IN ANY JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY
BUT FOR THIS SUBPARAGRAPH (IV), (II) SUBJECT ITSELF TO TAXATION IN ANY SUCH
JURISDICTION OR (III) CONSENT TO GENERAL SERVICE OF PROCESS IN ANY SUCH
JURISDICTION);
(V)
NOTIFY EACH SELLER OF SUCH REGISTRABLE COMMON STOCK, AT ANY TIME
WHEN A PROSPECTUS RELATING THERETO IS REQUIRED TO BE DELIVERED
9
UNDER THE SECURITIES ACT, OF THE OCCURRENCE OF ANY EVENT AS A RESULT OF WHICH
THE PROSPECTUS INCLUDED IN SUCH REGISTRATION STATEMENT CONTAINS AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITS ANY FACT NECESSARY TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING, AND, AT THE REQUEST OF ANY SUCH SELLER, THE COMPANY
SHALL PREPARE A SUPPLEMENT OR AMENDMENT TO SUCH PROSPECTUS SO THAT, AS
THEREAFTER DELIVERED TO THE PURCHASERS OF SUCH REGISTRABLE COMMON STOCK, SUCH
PROSPECTUS SHALL NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING;
(VI)
IN THE CASE OF AN UNDERWRITTEN OFFERING ON BEHALF OF THE HOLDER
PURSUANT TO A DEMAND REGISTRATION, PIGGYBACK REGISTRATION OR AN S-3
REGISTRATION, ENTER INTO SUCH CUSTOMARY AGREEMENTS (INCLUDING UNDERWRITING AND
LOCK-UP AGREEMENTS IN CUSTOMARY FORM) AND TAKE ALL SUCH OTHER CUSTOMARY ACTIONS
AS THE HOLDER OR THE MANAGING UNDERWRITERS OF SUCH OFFERING REASONABLY REQUEST
IN ORDER TO EXPEDITE OR FACILITATE THE DISPOSITION OF SUCH REGISTRABLE COMMON
STOCK (INCLUDING, WITHOUT LIMITATION, MAKING MEMBERS OF SENIOR MANAGEMENT OF THE
COMPANY AVAILABLE TO PARTICIPATE IN "ROAD-SHOW" AND OTHER CUSTOMARY MARKETING
ACTIVITIES (INCLUDING ONE-ON-ONE MEETINGS WITH PROSPECTIVE PURCHASERS OF THE
REGISTRABLE COMMON STOCK)) AND CAUSE TO BE DELIVERED TO THE UNDERWRITERS
OPINIONS OF COUNSEL TO THE COMPANY IN CUSTOMARY FORM, COVERING SUCH MATTERS AS
ARE CUSTOMARILY COVERED BY OPINIONS FOR AN UNDERWRITTEN PUBLIC OFFERING AS THE
MANAGING UNDERWRITERS MAY REQUEST AND ADDRESSED TO THE UNDERWRITERS;
(VII)
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW OR PRE-EXISTING
APPLICABLE CONTRACTUAL RESTRICTIONS, (A) MAKE AVAILABLE, FOR INSPECTION BY THE
HOLDER, ANY UNDERWRITER PARTICIPATING IN ANY DISPOSITION PURSUANT TO SUCH
REGISTRATION STATEMENT, AND ANY ATTORNEY RETAINED BY ANY SUCH UNDERWRITER, ALL
FINANCIAL AND