any
Registrable Securities under the Securities Act, the Company will promptly:
(1)
PREPARE AND FILE WITH THE SECURITIES AND EXCHANGE COMMISSION A
REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES, MAKE ALL REQUIRED
FILINGS WITH THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. AND USE
COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME
EFFECTIVE;
(2)
PREPARE AND FILE WITH THE SECURITIES AND EXCHANGE COMMISSION SUCH
AMENDMENTS AND SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AND THE PROSPECTUS
USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION
STATEMENT EFFECTIVE AND TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH
RESPECT TO THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH REGISTRATION
STATEMENT UNTIL SUCH TIME AS ALL OF SUCH SECURITIES HAVE BEEN DISPOSED OF IN
ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE SELLER OR SELLERS
THEREOF SET FORTH IN SUCH REGISTRATION STATEMENT, BUT IN NO EVENT FOR A PERIOD
OF MORE THAN ONE YEAR AFTER SUCH REGISTRATION STATEMENT BECOMES EFFECTIVE;
(3)
FURNISH TO COUNSEL (IF ANY) SELECTED BY HOLDERS OF A MAJORITY OF
THE REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT COPIES OF ALL
DOCUMENTS
5
PROPOSED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION
WITH SUCH REGISTRATION, WHICH DOCUMENTS WILL BE SUBJECT TO THE REVIEW OF SUCH
COUNSEL;
(4)
FURNISH TO EACH SELLER OF SUCH SECURITIES SUCH NUMBER OF CONFORMED
COPIES OF SUCH REGISTRATION STATEMENT AND OF EACH SUCH AMENDMENT AND SUPPLEMENT
THERETO (IN EACH CASE INCLUDING ALL EXHIBITS, EXCEPT THAT THE COMPANY SHALL NOT
BE OBLIGATED TO FURNISH ANY SELLER OF SECURITIES WITH MORE THAN TWO COPIES OF
SUCH EXHIBITS), SUCH NUMBER OF COPIES OF THE PROSPECTUS INCLUDED IN SUCH
REGISTRATION STATEMENT (INCLUDING SUCH PRELIMINARY PROSPECTUS AND ANY SUMMARY
PROSPECTUS), IN CONFORMITY WITH THE REQUIREMENTS OF THE SECURITIES ACT, AND SUCH
OTHER DOCUMENTS, AS SUCH SELLER MAY REASONABLY REQUEST IN ORDER TO FACILITATE
THE DISPOSITION OF THE SECURITIES OWNED BY SUCH SELLER;
(5)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO REGISTER OR QUALIFY
SUCH SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER
SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS EACH SELLER SHALL REQUEST,
AND DO ANY AND ALL OTHER ACTS AND THINGS WHICH MAY BE NECESSARY OR ADVISABLE TO
ENABLE SUCH SELLER TO CONSUMMATE THE DISPOSITION IN SUCH JURISDICTIONS OF THE
SECURITIES OWNED BY SUCH SELLER, EXCEPT THAT THE COMPANY SHALL NOT FOR ANY SUCH
PURPOSE BE REQUIRED TO QUALIFY GENERALLY TO DO BUSINESS AS A FOREIGN CORPORATION
IN ANY JURISDICTION WHEREIN IT IS NOT SO QUALIFIED, OR TO CONSENT TO GENERAL
SERVICE OF PROCESS IN ANY SUCH JURISDICTION;
(6)
FURNISH TO EACH SELLER A SIGNED COUNTERPART, ADDRESSED TO THE
SELLERS, OF
(I)
AN OPINION OF COUNSEL FOR THE COMPANY, DATED THE EFFECTIVE DATE
OF THE REGISTRATION STATEMENT, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO
SUCH HOLDERS' COUNSEL REFERRED TO IN SECTION 1(D)(3), AND
(II)
SUBJECT TO THE ACCOUNTANTS OBTAINING THE NECESSARY
REPRESENTATIONS AS SPECIFIED IN STATEMENT ON AUDITING STANDARDS NO. 72, A
"COMFORT" LETTER SIGNED BY THE INDEPENDENT PUBLIC