ANY
PROSPECTUS INCLUDED IN ANY REGISTRATION CONTEMPLATED BY THIS SECTION CONTAINING
SUCH INFORMATION, THE DISCLOSURE OF WHICH AT THE TIME IS NOT, IN THE GOOD FAITH
OPINION OF THE COMPANY, IN THE BEST INTERESTS OF THE COMPANY (AN "ALLOWED
DELAY"); PROVIDED, THAT THE COMPANY SHALL PROMPTLY (A) NOTIFY THE PURCHASER IN
WRITING OF THE EXISTENCE OF (BUT IN NO EVENT, WITHOUT THE PRIOR WRITTEN CONSENT
OF A PURCHASER, SHALL THE COMPANY DISCLOSE TO PURCHASER ANY OF THE FACTS OR
CIRCUMSTANCES REGARDING) MATERIAL NON-PUBLIC INFORMATION GIVING RISE TO AN
ALLOWED DELAY, AND (B) ADVISE THE PURCHASER IN WRITING TO CEASE ALL SALES UNDER
THE REGISTRATION STATEMENT UNTIL THE END OF THE ALLOWED DELAY.
(D)
UNDERWRITTEN OFFERING.
IF ANY OFFERING
PURSUANT TO A REGISTRATION STATEMENT PURSUANT TO SECTION 2(A) HEREOF INVOLVES AN
UNDERWRITTEN OFFERING, THE COMPANY SHALL HAVE THE RIGHT TO SELECT AN INVESTMENT
BANKER AND MANAGER TO ADMINISTER THE OFFERING, WHICH INVESTMENT BANKER OR
MANAGER SHALL BE REASONABLY SATISFACTORY TO MI3 L.P.
3.
COMPANY OBLIGATIONS.
THE COMPANY WILL
USE ALL COMMERCIALLY REASONABLE EFFORTS TO EFFECT THE REGISTRATION OF THE
REGISTRABLE SECURITIES IN ACCORDANCE WITH THE TERMS HEREOF, AND PURSUANT THERETO
THE COMPANY WILL, AS EXPEDITIOUSLY AS POSSIBLE:
3
(A)
USE ALL COMMERCIALLY REASONABLE EFFORTS TO
CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE AND TO REMAIN CONTINUOUSLY
EFFECTIVE FOR A PERIOD THAT WILL TERMINATE UPON THE EARLIER OF (I) THE DATE ON
WHICH ALL REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT AS
AMENDED FROM TIME TO TIME, HAVE BEEN SOLD, AND (II) THE DATE ON WHICH ALL
REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT MAY BE SOLD
PURSUANT TO RULE 144(K);
(B)
PREPARE AND FILE WITH THE SEC SUCH
AMENDMENTS AND POST-EFFECTIVE AMENDMENTS TO THE REGISTRATION STATEMENT AND THE
PROSPECTUS AS MAY BE NECESSARY TO KEEP THE REGISTRATION STATEMENT EFFECTIVE FOR
THE PERIOD SPECIFIED IN SECTION 3(A) HEREOF AND TO COMPLY WITH THE PROVISIONS OF
THE 1933 ACT AND THE 1934 ACT WITH RESPECT TO THE DISTRIBUTION OF ALL OF THE
REGISTRABLE SECURITIES COVERED THEREBY;
(C)
PROVIDE COPIES TO AND PERMIT COUNSEL
DESIGNATED BY THE PURCHASER TO REVIEW EACH REGISTRATION STATEMENT AND ALL
AMENDMENTS AND SUPPLEMENTS THERETO NO FEWER THAN SEVEN (7) DAYS PRIOR TO THEIR
FILING WITH THE SEC AND NOT FILE ANY DOCUMENT TO WHICH SUCH COUNSEL REASONABLY
OBJECTS;
(D)
FURNISH TO THE PURCHASER AND THEIR LEGAL
COUNSEL (I) PROMPTLY AFTER THE SAME IS PREPARED AND PUBLICLY DISTRIBUTED, FILED
WITH THE SEC, OR RECEIVED BY THE COMPANY (BUT NOT LATER THAN TWO (2) BUSINESS
DAYS AFTER THE FILING DATE, RECEIPT DATE OR SENDING DATE, AS THE CASE MAY BE)
ONE (1) COPY OF ANY REGISTRATION STATEMENT AND ANY AMENDMENT THERETO, EACH
PRELIMINARY PROSPECTUS AND PROSPECTUS AND EACH AMENDMENT OR SUPPLEMENT THERETO,
AND EACH LETTER WRITTEN BY OR ON BEHALF OF THE COMPANY TO THE SEC OR THE STAFF
OF THE SEC, AND EACH ITEM OF CORRESPONDENCE FROM THE SEC OR THE STAFF OF THE
SEC, IN EACH CASE RELATING TO SUCH REGISTRATION STATEMENT (OTHER THAN ANY
PORTION OF ANY