THEREIN, OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING, IN EACH
CASE, EXCEPT FOR ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL
FACT OR OMISSION OR ALLEGED OMISSION OF A MATERIAL FACT MADE IN RELIANCE ON
11
AND IN CONFORMITY WITH WRITTEN INFORMATION FURNISHED TO THE COMPANY BY OR ON
BEHALF OF THE HOLDER SPECIFICALLY FOR USE THEREIN.
(C)
THE COMPANY SHALL MAKE AVAILABLE TO THE HOLDER SUCH NUMBER OF
COPIES OF A PROSPECTUS, INCLUDING A PRELIMINARY PROSPECTUS, AND ALL AMENDMENTS
AND SUPPLEMENTS THERETO AND SUCH OTHER DOCUMENTS AS THE HOLDER MAY REASONABLY
REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE REGISTRABLE COMMON STOCK
OWNED BY THE HOLDER. THE COMPANY WILL PROMPTLY NOTIFY THE HOLDER OF THE
EFFECTIVENESS OF EACH REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT.
THE COMPANY WILL PROMPTLY RESPOND TO ANY AND ALL COMMENTS RECEIVED FROM THE SEC,
WITH A VIEW TOWARDS CAUSING EACH REGISTRATION STATEMENT OR ANY AMENDMENT THERETO
TO BE DECLARED EFFECTIVE BY THE SEC AS SOON AS REASONABLY PRACTICABLE AND SHALL
FILE AN ACCELERATION REQUEST AS SOON AS REASONABLY PRACTICABLE FOLLOWING THE
RESOLUTION OR CLEARANCE OF ALL SEC COMMENTS OR, IF APPLICABLE, FOLLOWING
NOTIFICATION BY THE SEC THAT ANY SUCH REGISTRATION STATEMENT OR ANY AMENDMENT
THERETO WILL NOT BE SUBJECT TO REVIEW.
(D)
AT ALL TIMES AFTER THE COMPANY HAS FILED A REGISTRATION STATEMENT
WITH THE SEC PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE COMPANY
SHALL USE ITS REASONABLE BEST EFFORTS TO FILE ALL REPORTS REQUIRED TO BE FILED
BY IT UNDER THE SECURITIES ACT AND THE EXCHANGE ACT AND THE RULES AND
REGULATIONS ADOPTED BY THE SEC THEREUNDER, AND USE ITS REASONABLE BEST EFFORTS
TO TAKE SUCH FURTHER ACTION AS THE HOLDER MAY REASONABLY REQUEST, ALL TO THE
EXTENT REQUIRED TO ENABLE THE HOLDER TO BE ELIGIBLE TO SELL REGISTRABLE COMMON
STOCK PURSUANT TO RULE 144 (OR ANY SIMILAR RULE THEN IN EFFECT).
(E)
THE COMPANY MAY REQUIRE EACH SELLER OF REGISTRABLE COMMON STOCK AS
TO WHICH ANY REGISTRATION IS BEING EFFECTED TO FURNISH TO THE COMPANY ANY OTHER
INFORMATION REGARDING SUCH SELLER AND THE DISTRIBUTION OF SUCH SECURITIES AS THE
COMPANY MAY FROM TIME TO TIME REASONABLY REQUEST IN WRITING.
(F)
EACH SELLER OF REGISTRABLE COMMON STOCK AGREES BY HAVING ITS
STOCK TREATED AS REGISTRABLE COMMON STOCK HEREUNDER THAT, UPON NOTICE OF THE
HAPPENING OF ANY EVENT AS A RESULT OF WHICH THE PROSPECTUS INCLUDED IN SUCH
REGISTRATION STATEMENT CONTAINS AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS
ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING (A
"SUSPENSION NOTICE"), SUCH SELLER WILL FORTHWITH DISCONTINUE DISPOSITION OF
REGISTRABLE COMMON STOCK FOR A REASONABLE LENGTH OF TIME NOT TO EXCEED 60 DAYS
UNTIL SUCH SELLER IS ADVISED IN WRITING BY THE COMPANY THAT THE USE OF THE
PROSPECTUS MAY BE RESUMED AND IS FURNISHED WITH A SUPPLEMENTED OR AMENDED
PROSPECTUS AS CONTEMPLATED BY SECTION 6(A)(V) HEREOF, AND, IF SO DIRECTED BY THE
COMPANY, SUCH