THE DISPOSITION
6
IN SUCH JURISDICTIONS OF THE REGISTRABLE SECURITIES COVERED BY A REGISTRATION
STATEMENT; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED TO QUALIFY
GENERALLY TO DO BUSINESS IN ANY JURISDICTION WHERE IT IS NOT THEN SO QUALIFIED
OR TO TAKE ANY ACTION THAT WOULD SUBJECT IT TO GENERAL SERVICE OF PROCESS IN ANY
SUCH JURISDICTION WHERE IT IS NOT THEN SO SUBJECT OR SUBJECT THE COMPANY TO ANY
TAX IN ANY SUCH JURISDICTION WHERE IT IS NOT THEN SO SUBJECT.
(I)
COOPERATE WITH THE HOLDER TO FACILITATE
THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING REGISTRABLE
SECURITIES TO BE SOLD PURSUANT TO A REGISTRATION STATEMENT AND TO ENABLE SUCH
REGISTRABLE SECURITIES TO BE IN SUCH DENOMINATIONS AND REGISTERED IN SUCH NAMES
AS THE HOLDER MAY REQUEST.
(J)
UPON THE OCCURRENCE OF ANY EVENT
CONTEMPLATED BY SECTION 3(C)(V), PROMPTLY 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)
USE ITS BEST EFFORTS TO CAUSE ALL
REGISTRABLE SECURITIES RELATING TO SUCH REGISTRATION STATEMENT TO BE LISTED ON
THE AMERICAN STOCK EXCHANGE AND ANY OTHER SECURITIES EXCHANGE, QUOTATION SYSTEM,
MARKET OR OVER-THE-COUNTER BULLETIN BOARD, IF ANY, ON WHICH THE SAME SECURITIES
ISSUED BY THE COMPANY ARE THEN LISTED AS AND WHEN REQUIRED PURSUANT TO THE
PURCHASE AGREEMENT.
(L)
COMPLY IN ALL MATERIAL RESPECTS WITH ALL
APPLICABLE RULES AND REGULATIONS OF THE COMMISSION AND MAKE GENERALLY AVAILABLE
TO ITS SECURITY HOLDERS EARNING STATEMENTS SATISFYING THE PROVISIONS OF
SECTION 11(A) OF THE SECURITIES ACT AND RULE 158 NOT LATER THAN FORTY-FIVE (45)
DAYS AFTER THE END OF ANY TWELVE (12) MONTH PERIOD (OR NINETY (90) DAYS AFTER
THE END OF ANY TWELVE (12) MONTH PERIOD IF SUCH PERIOD IS A FISCAL YEAR)
COMMENCING ON THE FIRST DAY OF THE FIRST FISCAL QUARTER OF THE COMPANY AFTER THE
EFFECTIVE DATE OF THE REGISTRATION STATEMENT, WHICH STATEMENT SHALL CONFORM TO
THE REQUIREMENTS OF RULE 158.
(M)
IF (I) THERE IS MATERIAL NON-PUBLIC
INFORMATION REGARDING THE COMPANY WHICH THE COMPANY'S BOARD OF DIRECTORS (THE
"BOARD") REASONABLY DETERMINES NOT TO BE IN THE COMPANY'S BEST INTEREST TO
DISCLOSE AND WHICH THE COMPANY IS NOT OTHERWISE REQUIRED TO DISCLOSE, OR (II)
THERE IS A SIGNIFICANT BUSINESS OPPORTUNITY (INCLUDING, BUT NOT LIMITED TO, THE
ACQUISITION OR DISPOSITION OF ASSETS (OTHER THAN IN THE ORDINARY COURSE OF
BUSINESS) OR ANY MERGER, CONSOLIDATION, TENDER OFFER OR OTHER SIMILAR
TRANSACTION) AVAILABLE TO THE COMPANY WHICH THE BOARD REASONABLY DETERMINES NOT
TO BE IN THE COMPANY'S BEST INTEREST TO DISCLOSE AND WHICH THE COMPANY WOULD BE
REQUIRED TO