THE SECURITIES ACT; AND OTHERWISE
TAKE ALL SUCH ACTIONS AS MAY BE NECESSARY TO CAUSE THE REGISTRATION STATEMENT TO
COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO THE DISPOSITION
OF ALL SECURITIES COVERED BY SUCH REGISTRATION STATEMENT DURING THE APPLICABLE
PERIOD IN ACCORDANCE WITH THE INTENDED METHOD OR METHODS OF DISTRIBUTION BY THE
INITIATING HOLDERS SET FORTH IN SUCH REGISTRATION STATEMENT OR SUPPLEMENT TO THE
PROSPECTUS;
(C)
IF REQUESTED BY THE MANAGING UNDERWRITER OR UNDERWRITERS OR AN
INITIATING HOLDER BEING OFFERED FOR SALE IN CONNECTION WITH AN UNDERWRITTEN
OFFERING, TO THE EXTENT REQUIRED BY APPLICABLE LAW, PROMPTLY INCORPORATE IN A
PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT SUCH INFORMATION AS THE
MANAGING UNDERWRITER OR UNDERWRITERS OR SUCH INITIATING HOLDER CONSIDER SHOULD
BE INCLUDED THEREIN RELATING TO THE PLAN OF DISTRIBUTION WITH RESPECT TO SUCH
REGISTRABLE SECURITIES, INCLUDING, WITHOUT LIMITATION, INFORMATION WITH RESPECT
TO THE NUMBER OF REGISTRABLE SECURITIES BEING OFFERED FOR SALE, THE PURCHASE
PRICE BEING PAID THEREFOR AND, WITH RESPECT TO ANY OTHER TERMS OF THE OFFERING,
OF THE REGISTRABLE SECURITIES TO BE SOLD IN SUCH OFFERING; AND MAKE ALL REQUIRED
FILINGS OF SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT AS SOON AS
PRACTICABLE AFTER BEING NOTIFIED OF THE MATTERS TO BE INCORPORATED IN SUCH
PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT;
(D)
PRIOR TO ANY PUBLIC OFFERING OF REGISTRABLE SECURITIES, USE ITS
REASONABLE EFFORTS TO (I) REGISTER OR QUALIFY OR COOPERATE WITH THE INITIATING
HOLDERS, THE UNDERWRITERS, IF ANY, AND THEIR RESPECTIVE COUNSEL IN CONNECTION
WITH THE REGISTRATION OR QUALIFICATION OF SUCH REGISTRABLE SECURITIES FOR OFFER
AND SALE UNDER THE STATE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS
ANY INITIATING HOLDER OR UNDERWRITER REASONABLY REQUESTS IN WRITING AND (II) DO
ANY AND ALL OTHER ACTS OR THINGS NECESSARY OR ADVISABLE TO ENABLE THE
DISPOSITION IN SUCH JURISDICTIONS OF THE REGISTRABLE SECURITIES COVERED BY THE
REGISTRATION STATEMENT; PROVIDED THAT THE COMPANY SHALL NOT BE REQUIRED TO
QUALIFY GENERALLY TO DO BUSINESS IN ANY JURISDICTION WHERE IT IS NOT THEN SO
QUALIFIED OR TO TAKE ANY ACTION WHICH WOULD SUBJECT IT TO GENERAL SERVICE OF
PROCESS OR TAXATION IN ANY SUCH JURISDICTION WHERE IT IS NOT THEN SO SUBJECT;
(E)
COOPERATE WITH THE INITIATING HOLDERS AND THE MANAGING UNDERWRITER
OR UNDERWRITERS, IF ANY, TO FACILITATE THE TIMELY PREPARATION AND DELIVERY OF
CERTIFICATES REPRESENTING REGISTRABLE SECURITIES TO BE SOLD WITHOUT ANY
RESTRICTIVE LEGENDS IN COMPLIANCE WITH THE SECURITIES ACT; AND ENABLE SUCH
REGISTRABLE SECURITIES TO BE IN SUCH DENOMINATIONS AND REGISTERED IN SUCH NAMES
AS THE MANAGING UNDERWRITER OR UNDERWRITERS MAY REASONABLY REQUEST;
(F)
USE ALL REASONABLE EFFORTS TO CAUSE ALL REGISTRABLE SECURITIES
COVERED BY THE REGISTRATION STATEMENT TO BE LISTED AN EACH SECURITIES EXCHANGE,
IF ANY, ON WHICH THE COMMON STOCK IS THEN LISTED OR ON THE NASDAQ MARKET, IF THE
COMMON STOCK IS THEN TRADED THEREON;
(G)
IN THE CASE OF A FIRM COMMITMENT UNDERWRITTEN OFFERING, EXECUTE AN
UNDERWRITING AGREEMENT IN FORM AND SUBSTANCE USUAL IN SUCH TRANSACTIONS; AND
(H)
FURNISH TO EACH INITIATING HOLDER A SIGNED COUNTERPART,