WHICH THEY WERE MADE) NOT MISLEADING.
(B)
THE COMPANY SHALL PREPARE AND FILE WITH THE
SEC SUCH AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO A
REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH SUCH
REGISTRATION STATEMENT, WHICH PROSPECTUS IS TO BE FILED PURSUANT TO RULE 424
PROMULGATED UNDER THE SECURITIES ACT, AS MAY BE NECESSARY TO KEEP SUCH
REGISTRATION STATEMENT EFFECTIVE AT ALL TIMES DURING THE REGISTRATION PERIOD,
AND, DURING SUCH PERIOD, COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH
RESPECT TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES OF THE COMPANY COVERED
BY SUCH REGISTRATION STATEMENT UNTIL SUCH TIME AS ALL OF SUCH REGISTRABLE
SECURITIES SHALL HAVE BEEN DISPOSED OF IN ACCORDANCE WITH THE INTENDED METHODS
OF DISPOSITION BY THE SELLER OR SELLERS THEREOF AS SET FORTH IN SUCH
REGISTRATION STATEMENT.
IN THE CASE OF AMENDMENTS AND SUPPLEMENTS TO A
REGISTRATION STATEMENT WHICH ARE REQUIRED TO BE
6
FILED PURSUANT TO THIS AGREEMENT (INCLUDING PURSUANT TO THIS SECTION 6(B)) BY
REASON OF THE COMPANY FILING A REPORT ON FORM 10-Q, FORM 10-K OR ANY ANALOGOUS
REPORT UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT"), THE COMPANY SHALL HAVE INCORPORATED SUCH REPORT BY REFERENCE INTO SUCH
REGISTRATION STATEMENT, IF APPLICABLE, OR, IF NECESSARY, SHALL FILE SUCH
AMENDMENTS OR SUPPLEMENTS WITH THE SEC ON THE SAME DAY ON WHICH THE EXCHANGE ACT
REPORT IS FILED WHICH CREATED THE REQUIREMENT FOR THE COMPANY TO AMEND OR
SUPPLEMENT SUCH REGISTRATION STATEMENT.
(C)
THE COMPANY SHALL (A) PERMIT LEGAL COUNSEL
TO REVIEW AND COMMENT UPON (I) A REGISTRATION STATEMENT AT LEAST FIVE
(5) BUSINESS DAYS PRIOR TO ITS FILING WITH THE SEC AND (II) ALL AMENDMENTS AND
SUPPLEMENTS TO ALL REGISTRATION STATEMENTS (EXCEPT FOR ANNUAL REPORTS ON
FORM 10-K, AND REPORTS ON FORM 10-Q AND ANY SIMILAR OR SUCCESSOR REPORTS) WITHIN
A REASONABLE NUMBER OF DAYS PRIOR TO THEIR FILING WITH THE SEC, AND (B) NOT FILE
ANY REGISTRATION STATEMENT OR AMENDMENT OR SUPPLEMENT THERETO IN A FORM TO WHICH
LEGAL COUNSEL REASONABLY AND TIMELY OBJECTS.
THE COMPANY SHALL NOT SUBMIT A
REQUEST FOR ACCELERATION OF THE EFFECTIVENESS OF A REGISTRATION STATEMENT OR ANY
AMENDMENT OR SUPPLEMENT THERETO WITHOUT THE PRIOR APPROVAL OF LEGAL COUNSEL,
WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
THE COMPANY SHALL FURNISH TO
LEGAL COUNSEL, WITHOUT CHARGE, (I) COPIES OF ANY CORRESPONDENCE FROM THE SEC OR
THE STAFF OF THE SEC TO THE COMPANY OR ITS REPRESENTATIVES RELATING TO ANY
REGISTRATION STATEMENT, (II) PROMPTLY AFTER THE SAME IS PREPARED AND FILED WITH
THE SEC, ONE COPY OF ANY REGISTRATION STATEMENT AND ANY AMENDMENT(S) THERETO,
INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, ALL DOCUMENTS INCORPORATED THEREIN
BY REFERENCE, IF REQUESTED BY AN INVESTOR, AND ALL EXHIBITS AND (III) UPON THE
EFFECTIVENESS OF ANY REGISTRATION STATEMENT, ONE COPY, OF THE PROSPECTUS
INCLUDED IN SUCH REGISTRATION STATEMENT AND ALL AMENDMENTS AND SUPPLEMENTS
THERETO.
THE COMPANY SHALL REASONABLY COOPERATE WITH LEGAL COUNSEL IN
PERFORMING THE COMPANY'S OBLIGATIONS PURSUANT TO THIS SECTION 6.
(D)
THE COMPANY SHALL FURNISH TO EACH INVESTOR