MARKET, PREPARE AND
FILE WITH SUCH TRADING MARKET AN ADDITIONAL SHARES LISTING APPLICATION COVERING
ALL OF THE REGISTRABLE SECURITIES (IF REQUIRED); (II) TAKE ALL STEPS NECESSARY
TO CAUSE SUCH REGISTRABLE SECURITIES TO BE APPROVED FOR LISTING ON EACH TRADING
MARKET AS SOON AS POSSIBLE THEREAFTER; (III) PROVIDE TO THE PURCHASERS EVIDENCE
OF SUCH LISTING; AND (IV) MAINTAIN THE LISTING OF SUCH REGISTRABLE SECURITIES ON
EACH SUCH TRADING MARKET OR ANOTHER ELIGIBLE MARKET.
(H)
PRIOR TO ANY PUBLIC OFFERING OF REGISTRABLE SECURITIES, USE ITS BEST
EFFORTS TO REGISTER OR QUALIFY OR COOPERATE WITH THE SELLING PURCHASERS AND
PURCHASER COUNSEL IN CONNECTION WITH THE REGISTRATION OR QUALIFICATION (OR
EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION) OF SUCH REGISTRABLE
SECURITIES FOR OFFER AND SALE UNDER THE SECURITIES OR BLUE SKY LAWS OF SUCH
JURISDICTIONS WITHIN THE UNITED STATES AS ANY PURCHASER REQUESTS IN WRITING, TO
KEEP EACH SUCH REGISTRATION OR QUALIFICATION (OR EXEMPTION THEREFROM) EFFECTIVE
DURING THE EFFECTIVENESS PERIOD
32
and to do any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Registrable Securities covered by a
Registration Statement; provided, that the Company shall not be required to
qualify generally to do business in any jurisdiction where it is not then so
qualified, subject the Company to any material tax in any such jurisdiction
where it is not then so subject or file a general consent to service of process
in any such jurisdiction.
(I)
COOPERATE WITH THE PURCHASERS TO FACILITATE THE TIMELY PREPARATION AND
DELIVERY OF CERTIFICATES REPRESENTING REGISTRABLE SECURITIES TO BE DELIVERED TO
A TRANSFEREE PURSUANT TO A REGISTRATION STATEMENT, WHICH CERTIFICATES SHALL BE
FREE, TO THE EXTENT PERMITTED BY THIS AGREEMENT, OF ALL RESTRICTIVE LEGENDS, AND
TO ENABLE SUCH REGISTRABLE SECURITIES TO BE IN SUCH DENOMINATIONS AND REGISTERED
IN SUCH NAMES AS ANY SUCH PURCHASERS MAY REQUEST.
(J)
UPON THE OCCURRENCE OF ANY EVENT DESCRIBED IN SECTION 6.2(C)(VII), AS
PROMPTLY AS REASONABLY POSSIBLE UNDER THE CIRCUMSTANCES TAKING INTO ACCOUNT THE
COMPANY'S GOOD FAITH ASSESSMENT OF ANY ADVERSE CONSEQUENCES TO THE COMPANY AND
ITS STOCKHOLDERS OF THE PREMATURE DISCLOSURE OF SUCH EVENT, PREPARE A SUPPLEMENT
OR AMENDMENT, INCLUDING A POST-EFFECTIVE AMENDMENT, TO THE REGISTRATION
STATEMENT OR A SUPPLEMENT TO THE RELATED PROSPECTUS OR ANY DOCUMENT INCORPORATED
OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE, AND FILE ANY OTHER REQUIRED
DOCUMENT SO THAT, AS THEREAFTER DELIVERED, NEITHER THE REGISTRATION STATEMENT
NOR SUCH PROSPECTUS WILL CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT
TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
(K)
COOPERATE WITH ANY DUE DILIGENCE INVESTIGATION UNDERTAKEN BY THE PURCHASERS
IN CONNECTION WITH THE SALE OF REGISTRABLE SECURITIES, INCLUDING, WITHOUT
LIMITATION, BY MAKING AVAILABLE ANY DOCUMENTS AND INFORMATION; PROVIDED THAT THE
COMPANY WILL NOT DELIVER OR MAKE AVAILABLE TO ANY PURCHASER MATERIAL, NONPUBLIC
INFORMATION UNLESS SUCH PURCHASER SPECIFICALLY REQUESTS IN ADVANCE TO RECEIVE
MATERIAL, NONPUBLIC INFORMATION IN