THAT PURPOSE, (D) IF, BETWEEN THE EFFECTIVE DATE OF SUCH SHELF
REGISTRATION STATEMENT AND THE CLOSING OF ANY SALE OF REGISTRABLE SECURITIES
COVERED THEREBY, THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONTAINED IN
THE PURCHASE AGREEMENT CEASE TO BE TRUE AND CORRECT, (E) OF THE HAPPENING OF ANY
EVENT OR THE FAILURE OF ANY EVENT TO OCCUR OR THE DISCOVERY OF ANY FACTS, DURING
THE EFFECTIVENESS PERIOD, WHICH MAKES ANY STATEMENT MADE IN SUCH SHELF
REGISTRATION STATEMENT OR THE RELATED PROSPECTUS UNTRUE IN ANY MATERIAL RESPECT
OR WHICH
6
CAUSES SUCH SHELF REGISTRATION STATEMENT OR PROSPECTUS TO OMIT TO STATE A
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF
THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING AND (F) OF THE
REASONABLE DETERMINATION OF THE COMPANY UPON ADVICE OF ITS COUNSEL THAT A
POST-EFFECTIVE AMENDMENT TO SUCH SHELF REGISTRATION STATEMENT WOULD BE
APPROPRIATE;
(V)
TAKE BEST EFFORTS TO PREVENT THE ENTRY OF
ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF ANY SHELF REGISTRATION STATEMENT,
OR IF ENTERED, TO OBTAIN THE WITHDRAWAL OF ANY SUCH STOP ORDER OR TO AVOID THE
ISSUANCE OF, OR, IF ISSUED, OBTAIN THE WITHDRAWAL OF ANY SUSPENSION OF THE
QUALIFICATION (OR EXEMPTION FROM QUALIFICATION) OF ANY OF THE REGISTRABLE
SECURITIES FOR SALE IN ANY JURISDICTION AT THE EARLIEST POSSIBLE MOMENT;
(VI)
FURNISH TO EACH HOLDER OF REGISTRABLE
SECURITIES INCLUDED WITHIN THE COVERAGE OF A SHELF REGISTRATION STATEMENT,
WITHOUT CHARGE, A NUMBER OF CONFORMED COPIES OF THE SHELF REGISTRATION STATEMENT
RELATING TO SUCH SHELF REGISTRATION AND ANY POST-EFFECTIVE AMENDMENT THERETO
(WITHOUT DOCUMENTS INCORPORATED THEREIN BY REFERENCE OR EXHIBITS THERETO, UNLESS
REQUESTED) AS SUCH HOLDER MAY REASONABLY REQUEST;
(VII)
DELIVER TO EACH SELLING HOLDER OF REGISTRABLE
WITHOUT CHARGE, AS MANY COPIES OF THE APPLICABLE PROSPECTUS (INCLUDING EACH
PRELIMINARY PROSPECTUS) AS SUCH HOLDER MAY REASONABLY REQUEST (IT BEING
UNDERSTOOD THAT THE COMPANY CONSENTS TO THE USE OF THE PROSPECTUS BY EACH OF THE
SELLING HOLDERS OF REGISTRABLE IN CONNECTION WITH THE OFFERING AND SALE OF THE
REGISTRABLE SECURITIES COVERED BY THE PROSPECTUS), SUCH OTHER DOCUMENTS
INCORPORATED BY REFERENCE THEREIN AND ANY EXHIBITS THERETO AS SUCH SELLING
HOLDER MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE
REGISTRABLE SECURITIES BY SUCH HOLDER;
(VIII)
COOPERATE WITH THE SELLING HOLDERS OF REGISTRABLE
SECURITIES TO FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES
REPRESENTING REGISTRABLE SECURITIES TO BE SOLD AND NOT BEARING ANY RESTRICTIVE
LEGENDS AND REGISTERED IN SUCH NAMES AS THE SELLING HOLDERS MAY REASONABLY
REQUEST AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE CLOSING OF ANY SALE OF
REGISTRABLE SECURITIES PURSUANT TO THE SHELF REGISTRATION STATEMENT RELATING
THERETO;
(IX)
AS SOON AS PRACTICABLE AFTER THE RESOLUTION
OF ANY MATTER OR EVENT SPECIFIED IN SECTIONS 1.3(A)(IV)(B), 1.3(A)(IV)(C),
1.3(A)(IV)(E) (SUBJECT TO THE PROVISO CONTAINED IN SECTION 1.2(B)) AND
1.3(A)(IV)(F)), PREPARE A SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO THE
APPLICABLE SHELF REGISTRATION STATEMENT OR THE RELATED PROSPECTUS OR ANY
DOCUMENT INCORPORATED THEREIN BY REFERENCE OR FILE ANY OTHER REQUIRED DOCUMENT
SO THAT, AS THEREAFTER DELIVERED