(WHICH NOTICE SHALL BE
ACCOMPANIED BY AN INSTRUCTION TO SUSPEND THE USE OF THE PROSPECTUS RELATING TO
SUCH REGISTRABLE SECURITIES UNTIL THE REQUISITE CHANGES HAVE BEEN MADE);
(IV)
FURNISH TO EACH SELLING HOLDER OF REGISTRABLE
SECURITIES PRIOR TO THE FILING THEREOF WITH THE SEC, A COPY OF ANY REGISTRATION
STATEMENT, AND EACH AMENDMENT THEREOF AND EACH AMENDMENT OR SUPPLEMENT, IF ANY,
TO THE PROSPECTUS INCLUDED THEREIN AND AFFORD SUCH HOLDER, THE MANAGING
UNDERWRITER AND THEIR RESPECTIVE COUNSEL A REASONABLE OPPORTUNITY WITHIN A
REASONABLE PERIOD TO REVIEW AND COMMENT ON COPIES OF ALL SUCH DOCUMENTS
(INCLUDING A REASONABLE OPPORTUNITY TO REVIEW COPIES OF ANY DOCUMENTS TO BE
INCORPORATED BY REFERENCE THEREIN AND ALL EXHIBITS THERETO) PROPOSED TO BE
FILED;
(V)
FURNISH TO EACH SELLING HOLDER OF
REGISTRABLE SECURITIES, WITHOUT CHARGE, AS MANY CONFORMED COPIES AS MAY
REASONABLY BE REQUESTED, OF THE THEN EFFECTIVE REGISTRATION STATEMENT AND ANY
POST-EFFECTIVE AMENDMENTS THERETO, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES,
ALL DOCUMENTS INCORPORATED THEREIN BY REFERENCE AND ALL EXHIBITS (INCLUDING
THOSE INCORPORATED BY REFERENCE);
(VI)
DELIVER TO EACH SELLING HOLDER OF REGISTRABLE
SECURITIES, WITHOUT CHARGE, AS MANY COPIES OF THE THEN EFFECTIVE PROSPECTUS
(INCLUDING EACH PROSPECTUS SUBJECT TO COMPLETION) AND ANY AMENDMENTS OR
SUPPLEMENTS THERETO AS SUCH PERSONS MAY REASONABLY REQUEST IN ORDER TO PERMIT
THE OFFERING AND SALE OF THE SHARES OF SUCH REGISTRABLE SECURITIES TO BE OFFERED
AND SOLD, BUT ONLY WHILE THE COMPANY SHALL BE REQUIRED UNDER THE PROVISIONS
HEREOF TO CAUSE THE REGISTRATION STATEMENT TO REMAIN EFFECTIVE, AND THE COMPANY
CONSENTS (EXCEPT DURING A SUSPENSION PERIOD PERMITTED BY THIS AGREEMENT) TO THE
USE OF THE PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO BY THE SELLING
HOLDER IN CONNECTION WITH THE OFFERING AND SALE OF THE
9
REGISTRABLE SECURITIES COVERED BY THE PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT
THERETO IN ACCORDANCE WITH THE TERMS HEREOF;
(VII)
USE ITS REASONABLE BEST EFFORTS TO PREVENT THE
ISSUANCE, AND IF ISSUED TO OBTAIN THE WITHDRAWAL, OF ANY ORDER SUSPENDING THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT RELATING TO SUCH REGISTRABLE
SECURITIES;
(VIII)
PRIOR TO ANY OFFERING OF REGISTRABLE SECURITIES
PURSUANT TO ANY REGISTRATION STATEMENT, USE REASONABLE BEST EFFORTS TO REGISTER
OR QUALIFY OR COOPERATE WITH THE SELLING HOLDERS OF REGISTRABLE SECURITIES AND
THEIR RESPECTIVE COUNSEL IN CONNECTION WITH THE REGISTRATION OR QUALIFICATION OF
SUCH REGISTRABLE SECURITIES FOR OFFER AND SALE UNDER THE SECURITIES OR BLUE SKY
LAWS OF SUCH JURISDICTIONS AS ANY SELLING HOLDER OF REGISTRABLE SECURITIES OR
UNDERWRITER REASONABLY REQUESTS IN WRITING AND TO KEEP SUCH REGISTRATION OR
QUALIFICATION (OR EXEMPTION THEREFROM) EFFECTIVE DURING THE PERIOD SUCH
REGISTRATION STATEMENT IS REQUIRED TO BE KEPT EFFECTIVE AND TO DO ALL OTHER ACTS
OR THINGS REASONABLY NECESSARY OR ADVISABLE TO ENABLE THE DISPOSITION IN SUCH
DISTRIBUTIONS OF THE SECURITIES COVERED BY THE APPLICABLE REGISTRATION
STATEMENT; PROVIDED, HOWEVER, THAT THE COMPANY WILL NOT BE REQUIRED TO (1)
QUALIFY TO DO BUSINESS IN ANY JURISDICTION WHERE IT WOULD NOT OTHERWISE BE
REQUIRED TO QUALIFY, BUT FOR THIS PARAGRAPH (V), (2) SUBJECT ITSELF TO GENERAL
TAXATION IN ANY SUCH JURISDICTION