IN ANY SUCH
JURISDICTION, (C) FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH
JURISDICTION, (D) PROVIDE ANY UNDERTAKINGS THAT CAUSE THE COMPANY UNDUE EXPENSE
OR BURDEN, OR (E) MAKE ANY CHANGE IN ITS CERTIFICATE OF INCORPORATION OR BYLAWS,
WHICH IN EACH CASE THE BOARD OF DIRECTORS OF THE COMPANY DETERMINES TO BE
CONTRARY TO THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS.
(E)
AS PROMPTLY AS PRACTICABLE AFTER BECOMING
AWARE OF SUCH EVENT, THE COMPANY SHALL (I) NOTIFY EACH INVESTOR BY TELEPHONE AND
FACSIMILE OF THE HAPPENING OF ANY EVENT, AS A RESULT OF WHICH THE PROSPECTUS
INCLUDED IN ANY REGISTRATION STATEMENT THAT INCLUDES REGISTRABLE SECURITIES, AS
THEN IN EFFECT, INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO
STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING, AND (II) PROMPTLY PREPARE A SUPPLEMENT OR
AMENDMENT TO SUCH REGISTRATION STATEMENT TO CORRECT SUCH UNTRUE STATEMENT OR
OMISSION, AND DELIVER SUCH NUMBER OF COPIES OF SUCH SUPPLEMENT OR AMENDMENT TO
EACH INVESTOR AS SUCH INVESTOR MAY REASONABLY REQUEST.
(F)
THE COMPANY SHALL USE ITS BEST EFFORTS
(I) TO PREVENT THE ISSUANCE OF ANY STOP ORDER OR OTHER SUSPENSION OF
EFFECTIVENESS OF ANY REGISTRATION STATEMENT THAT INCLUDES REGISTRABLE
SECURITIES, AND, IF SUCH AN ORDER IS ISSUED, TO OBTAIN THE WITHDRAWAL OF SUCH
ORDER AT THE EARLIEST PRACTICABLE MOMENT (INCLUDING IN EACH CASE BY AMENDING OR
SUPPLEMENTING SUCH REGISTRATION STATEMENT), AND (II) TO NOTIFY EACH INVESTOR WHO
HOLDS REGISTRABLE SECURITIES BEING SOLD (OR, IN THE EVENT OF AN UNDERWRITTEN
OFFERING, THE MANAGING UNDERWRITERS) OF THE ISSUANCE OF SUCH ORDER AND THE
RESOLUTION THEREOF (AND IF SUCH REGISTRATION STATEMENT IS SUPPLEMENTED OR
AMENDED, DELIVER SUCH NUMBER OF COPIES OF SUCH SUPPLEMENT OR AMENDMENT TO EACH
INVESTOR AS SUCH INVESTOR MAY REASONABLY REQUEST).
(G)
THE COMPANY SHALL PERMIT A SINGLE FIRM OF
COUNSEL DESIGNATED BY THE INITIAL INVESTORS TO REVIEW ANY REGISTRATION STATEMENT
REQUIRED TO BE FILED HEREUNDER AND ALL AMENDMENTS AND SUPPLEMENTS THERETO A
REASONABLE PERIOD OF TIME PRIOR TO ITS FILING WITH THE SEC, AND NOT FILE ANY
DOCUMENT IN A FORM TO WHICH SUCH COUNSEL REASONABLY OBJECTS (THE "INITIAL
INVESTORS' COUNSEL").
(H)
THE COMPANY SHALL MAKE GENERALLY AVAILABLE
TO ITS SECURITY HOLDERS AS SOON AS PRACTICABLE, BUT IN NO EVENT LATER THAN 90
DAYS AFTER THE CLOSE OF THE PERIOD COVERED THEREBY, AN EARNINGS STATEMENT (IN
FORM COMPLYING WITH THE PROVISIONS OF RULE 158 UNDER THE SECURITIES ACT)
COVERING A TWELVE-MONTH PERIOD BEGINNING NOT LATER THAN THE FIRST DAY OF THE
COMPANY'S FISCAL
6
QUARTER NEXT FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
THE
COMPANY WILL BE DEEMED TO HAVE COMPLIED WITH ITS OBLIGATIONS UNDER THIS SECTION
3(H) UPON THE COMPANY'S FILING, ON AN APPROPRIATE FORM, THE APPROPRIATE REPORT
OF THE COMPANY AS REQUIRED BY THE EXCHANGE ACT.
(I)
THE COMPANY SHALL HOLD IN CONFIDENCE AND
NOT MAKE ANY DISCLOSURE OF INFORMATION CONCERNING AN INVESTOR PROVIDED TO THE
COMPANY UNLESS (I) DISCLOSURE OF SUCH INFORMATION