REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER THE
SECURITIES OR "BLUE SKY" LAWS OF SUCH JURISDICTIONS AS THE SELLER AND IN THE
CASE OF AN UNDERWRITTEN PUBLIC OFFERING, THE MANAGING UNDERWRITER SHALL
REASONABLY REQUEST, PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT FOR ANY SUCH
PURPOSE BE REQUIRED TO QUALIFY GENERALLY TO TRANSACT BUSINESS AS A FOREIGN
CORPORATION IN ANY JURISDICTION WHERE IT IS NOT SO QUALIFIED OR TO CONSENT TO
GENERAL SERVICE OF PROCESS IN ANY SUCH JURISDICTION;
20
(E)
LIST THE REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION
STATEMENT WITH ANY SECURITIES EXCHANGE ON WHICH THE COMMON STOCK OF THE COMPANY
IS THEN LISTED;
(F)
IMMEDIATELY NOTIFY THE SELLER AND EACH UNDERWRITER UNDER SUCH
REGISTRATION STATEMENT AT ANY TIME WHEN A PROSPECTUS RELATING THERETO IS
REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT, OF THE HAPPENING OF ANY EVENT
OF WHICH THE COMPANY HAS KNOWLEDGE AS A RESULT OF WHICH THE PROSPECTUS CONTAINED
IN SUCH REGISTRATION STATEMENT, AS THEN IN EFFECT, INCLUDES AN UNTRUE STATEMENT
OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING IN LIGHT OF
THE CIRCUMSTANCES THEN EXISTING; AND
(G)
MAKE AVAILABLE FOR INSPECTION BY THE SELLER, ANY UNDERWRITER
PARTICIPATING IN ANY DISTRIBUTION PURSUANT TO SUCH REGISTRATION STATEMENT, AND
ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY THE SELLER OR UNDERWRITER,
ALL PUBLICLY AVAILABLE, NON-CONFIDENTIAL FINANCIAL AND OTHER RECORDS, PERTINENT
CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY, AND CAUSE THE COMPANY'S
OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY ALL PUBLICLY AVAILABLE,
NON-CONFIDENTIAL INFORMATION REASONABLY REQUESTED BY THE SELLER, UNDERWRITER,
ATTORNEY, ACCOUNTANT OR AGENT IN CONNECTION WITH SUCH REGISTRATION STATEMENT.
9.3
PROVISION OF DOCUMENTS.
IN CONNECTION WITH EACH REGISTRATION
HEREUNDER, THE PURCHASER WILL FURNISH TO THE COMPANY IN WRITING SUCH INFORMATION
AND REPRESENTATION LETTERS WITH RESPECT TO ITSELF AND THE PROPOSED DISTRIBUTION
BY IT AS REASONABLY SHALL BE NECESSARY IN ORDER TO ASSURE COMPLIANCE WITH
FEDERAL AND APPLICABLE STATE SECURITIES LAWS.
9.4
NON-REGISTRATION EVENTS.
IF (I) THE REGISTRATION STATEMENT ON FORM
S-3 OR SUCH OTHER FORM AS DESCRIBED IN SECTION 9.1(A) IS NOT FILED ON OR BEFORE
THE FILING DATE OR NOT DECLARED EFFECTIVE ON OR BEFORE THE SOONER OF THE
EFFECTIVE DATE, OR WITHIN THREE BUSINESS DAYS OF RECEIPT BY THE COMPANY OF A
COMMUNICATION FROM THE SEC THAT THE REGISTRATION STATEMENT DESCRIBED IN
SECTION 9.1(A) WILL NOT BE REVIEWED, OR (III) IF THE REGISTRATION STATEMENT
DESCRIBED IN SECTION 9.1(A) IS FILED AND DECLARED EFFECTIVE BUT SHALL THEREAFTER
CEASE TO BE EFFECTIVE (WITHOUT BEING SUCCEEDED IMMEDIATELY BY AN ADDITIONAL
REGISTRATION STATEMENT FILED AND DECLARED EFFECTIVE) FOR A PERIOD OF TIME WHICH
SHALL EXCEED 30 DAYS IN THE AGGREGATE PER YEAR BUT NOT MORE THAN 20 CONSECUTIVE
CALENDAR DAYS (DEFINED AS A PERIOD OF 365 DAYS COMMENCING ON THE DATE THE
REGISTRATION STATEMENT IS DECLARED EFFECTIVE) (EACH SUCH EVENT REFERRED TO IN
THIS SECTION 9.4 IS REFERRED TO HEREIN AS A "NON-REGISTRATION EVENT"), THEN, FOR
SO LONG AS SUCH NON-REGISTRATION EVENT