ANY, OR ANY HOLDER OF
REGISTRABLE SECURITIES COVERED BY A REGISTRATION STATEMENT, SHALL REASONABLY
REQUEST; (II) USE ALL REASONABLE EFFORTS TO KEEP EACH SUCH REGISTRATION OR
QUALIFICATION EFFECTIVE DURING THE PERIOD SUCH REGISTRATION STATEMENT IS
REQUIRED TO BE KEPT EFFECTIVE; AND (III) DO ANY AND ALL OTHER ACTS AND THINGS
WHICH MAY BE REASONABLY NECESSARY OR ADVISABLE TO ENABLE EACH SUCH UNDERWRITER,
IF ANY, AND HOLDER TO CONSUMMATE THE DISPOSITION IN EACH SUCH JURISDICTION OF
SUCH REGISTRABLE SECURITIES OWNED BY SUCH HOLDER; PROVIDED, HOWEVER, THAT THE
COMPANY SHALL NOT BE OBLIGATED TO QUALIFY AS A FOREIGN CORPORATION OR AS A
DEALER IN SECURITIES IN ANY JURISDICTION IN WHICH IT IS NOT SO QUALIFIED OR TO
CONSENT TO BE SUBJECT TO GENERAL SERVICE OF PROCESS (OTHER THAN SERVICE OF
PROCESS IN CONNECTION WITH SUCH REGISTRATION OR QUALIFICATION OR ANY SALE OF
REGISTRABLE SECURITIES IN CONNECTION THEREWITH) IN ANY SUCH JURISDICTION;
(E)
NOTIFY EACH HOLDER OF REGISTRABLE SECURITIES PROMPTLY, AND, IF REQUESTED BY
SUCH HOLDER, CONFIRM SUCH ADVICE IN WRITING, (I) WHEN A REGISTRATION STATEMENT
HAS BECOME EFFECTIVE AND WHEN ANY POST-EFFECTIVE AMENDMENTS AND SUPPLEMENTS
THERETO BECOME EFFECTIVE, (II) OF THE ISSUANCE BY THE SEC OR ANY STATE
SECURITIES AUTHORITY OF ANY STOP ORDER, INJUNCTION OR OTHER ORDER OR REQUIREMENT
SUSPENDING THE EFFECTIVENESS OF A REGISTRATION STATEMENT OR THE INITIATION OF
ANY PROCEEDINGS FOR THAT PURPOSE, (III) IF, BETWEEN THE EFFECTIVE DATE OF A
REGISTRATION STATEMENT AND THE CLOSING OF ANY SALE OF SECURITIES COVERED THEREBY
PURSUANT TO ANY AGREEMENT TO WHICH THE COMPANY IS A PARTY, THE REPRESENTATIONS
AND WARRANTIES OF THE COMPANY CONTAINED IN SUCH AGREEMENT CEASE TO BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS OR IF THE COMPANY RECEIVES ANY NOTIFICATION
WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION OF THE REGISTRABLE
SECURITIES FOR SALE IN ANY JURISDICTION OR THE INITIATION OF ANY PROCEEDING FOR
SUCH PURPOSE, AND (IV) OF THE HAPPENING OF ANY EVENT DURING THE PERIOD A
REGISTRATION STATEMENT IS EFFECTIVE AS A RESULT OF WHICH SUCH REGISTRATION
STATEMENT OR THE RELATED PROSPECTUS CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL
FACT OR OMITS TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING;
11
(F)
FURNISH COUNSEL FOR EACH SUCH UNDERWRITER, IF ANY, AND FOR THE HOLDERS OF
REGISTRABLE SECURITIES COPIES OF ANY REQUEST BY THE SEC OR ANY STATE SECURITIES
AUTHORITY FOR AMENDMENTS OR SUPPLEMENTS TO A REGISTRATION STATEMENT AND
PROSPECTUS OR FOR ADDITIONAL INFORMATION;
(G)
USE ALL REASONABLE EFFORTS TO OBTAIN THE WITHDRAWAL OF ANY ORDER SUSPENDING
THE EFFECTIVENESS OF A REGISTRATION STATEMENT AT THE EARLIEST POSSIBLE TIME;
(H)
UPON REQUEST, FURNISH TO THE SOLE UNDERWRITER OR LEAD MANAGING UNDERWRITER
OF AN UNDERWRITTEN OFFERING OF REGISTRABLE SECURITIES, IF ANY, WITHOUT CHARGE,
AT LEAST ONE SIGNED COPY OF EACH REGISTRATION STATEMENT AND ANY POST-EFFECTIVE
AMENDMENT THERETO, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, ALL DOCUMENTS
INCORPORATED THEREIN BY REFERENCE AND ALL EXHIBITS; AND FURNISH TO EACH HOLDER
OF REGISTRABLE SECURITIES, WITHOUT CHARGE, AT LEAST ONE CONFORMED COPY