SELECTED BY
THE HOLDERS OF A MAJORITY OF THE INVESTOR REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE FILED, WHICH
DOCUMENTS SHALL BE SUBJECT TO THE REVIEW AND COMMENT OF SUCH COUNSEL);
(B)
NOTIFY IN WRITING EACH HOLDER OF REGISTRABLE
SECURITIES OF THE EFFECTIVENESS OF EACH REGISTRATION STATEMENT FILED HEREUNDER
AND 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 FOR A PERIOD OF NOT LESS THAN 180 DAYS (OR, IF SUCH REGISTRATION
STATEMENT RELATES TO AN UNDERWRITTEN OFFERING, SUCH LONGER PERIOD AS IN THE
OPINION OF COUNSEL FOR THE UNDERWRITERS A PROSPECTUS IS REQUIRED BY LAW TO BE
DELIVERED IN CONNECTION WITH SALES OF REGISTRABLE SECURITIES BY AN UNDERWRITER
OR DEALER) AND COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO
THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH REGISTRATION STATEMENT DURING
SUCH PERIOD IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE
SELLERS THEREOF SET FORTH IN SUCH REGISTRATION STATEMENT;
(C)
FURNISH TO EACH SELLER OF REGISTRABLE
SECURITIES SUCH NUMBER OF COPIES OF SUCH REGISTRATION STATEMENT, EACH AMENDMENT
AND SUPPLEMENT THERETO, THE PROSPECTUS INCLUDED IN SUCH REGISTRATION STATEMENT
(INCLUDING EACH PRELIMINARY PROSPECTUS), AND SUCH OTHER DOCUMENTS AS SUCH SELLER
MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE REGISTRABLE
SECURITIES OWNED BY SUCH SELLER;
(D)
USE COMMERCIALLY REASONABLE EFFORTS TO
REGISTER OR QUALIFY SUCH REGISTRABLE SECURITIES UNDER SUCH OTHER SECURITIES OR
BLUE SKY LAWS OF SUCH JURISDICTIONS AS ANY SELLER REASONABLY REQUESTS AND DO ANY
AND ALL OTHER ACTS AND THINGS WHICH MAY BE REASONABLY NECESSARY OR ADVISABLE TO
ENABLE SUCH SELLER OF REGISTRABLE SECURITIES TO CONSUMMATE THE DISPOSITION IN
SUCH JURISDICTIONS OF THE REGISTRABLE SECURITIES OWNED BY SUCH SELLER OF
REGISTRABLE SECURITIES (PROVIDED THAT THE CORPORATION SHALL NOT BE REQUIRED TO
(I) QUALIFY GENERALLY TO DO BUSINESS IN ANY JURISDICTION WHERE IT WOULD NOT
OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS SECTION 11(D), (II) SUBJECT ITSELF
TO TAXATION IN ANY SUCH JURISDICTION, OR (III) CONSENT TO GENERAL SERVICE OF
PROCESS IN ANY SUCH JURISDICTION);
(E)
PROMPTLY NOTIFY IN WRITING EACH SELLER OF
SUCH REGISTRABLE SECURITIES, AT ANY TIME WHEN A PROSPECTUS RELATING THERETO IS
REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT, OF THE HAPPENING OF ANY EVENT
AS A RESULT OF WHICH THE PROSPECTUS INCLUDED IN SUCH REGISTRATION STATEMENT (I)
CONTAINS AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS ANY FACT NECESSARY TO
MAKE THE STATEMENTS THEREIN NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE OR (II) IS OTHERWISE NOT LEGALLY AVAILABLE TO SUPPORT SALES
OF REGISTRABLE SECURITIES, AND, AT THE REQUEST OF THE HOLDERS OF A MAJORITY OF
THE REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT, PROMPTLY
PREPARE AND FURNISH TO EACH SUCH SELLER A REASONABLE NUMBER OF COPIES OF A
SUPPLEMENT OR AMENDMENT TO SUCH PROSPECTUS SO THAT, AS THEREAFTER DELIVERED