FIVE-BUSINESS-DAY PERIOD
4
NEED NOT APPLY TO SUCCESSIVE DRAFTS OF THE SAME DOCUMENT PROPOSED TO BE FILED SO
LONG AS SUCH SUCCESSIVE DRAFTS ARE SUPPLIED TO THE HOLDERS' COUNSEL IN ADVANCE
OF THE PROPOSED FILING BY A PERIOD OF TIME THAT IS CUSTOMARY AND REASONABLE
UNDER THE CIRCUMSTANCES);
C.
PREPARE AND FILE WITH THE COMMISSION SUCH
AMENDMENTS AND SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AND THE PROSPECTUS
USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION
STATEMENT EFFECTIVE FOR AT LEAST A PERIOD OF 30 DAYS OR UNTIL ALL OF SUCH
RESTRICTED SHARES HAVE BEEN DISPOSED OF (IF EARLIER) AND TO COMPLY WITH THE
PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO THE SALE OR OTHER DISPOSITION
OF SUCH RESTRICTED SHARES;
D.
NOTIFY IN WRITING THE HOLDERS' COUNSEL
PROMPTLY (I) OF THE RECEIPT BY THE CORPORATION OF ANY NOTIFICATION WITH RESPECT
TO ANY COMMENTS BY THE COMMISSION WITH RESPECT TO SUCH REGISTRATION STATEMENT OR
PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO OR ANY REQUEST BY THE
COMMISSION FOR THE AMENDING OR SUPPLEMENTING THEREOF OR FOR ADDITIONAL
INFORMATION WITH RESPECT THERETO, (II) OF THE RECEIPT BY THE CORPORATION OF ANY
NOTIFICATION WITH RESPECT TO THE ISSUANCE BY THE COMMISSION OF ANY STOP ORDER
SUSPENDING THE EFFECTIVENESS OF SUCH REGISTRATION STATEMENT OR PROSPECTUS OR ANY
AMENDMENT OR SUPPLEMENT THERETO OR THE INITIATION OR THREATENING OF ANY
PROCEEDING FOR THAT PURPOSE AND (III) OF THE RECEIPT BY THE CORPORATION OF ANY
NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION OF SUCH
RESTRICTED SHARES FOR SALE IN ANY JURISDICTION OR THE INITIATION OR THREATENING
OF ANY PROCEEDING FOR SUCH PURPOSES;
E.
USE COMMERCIALLY REASONABLE EFFORTS TO
REGISTER OR QUALIFY SUCH RESTRICTED SHARES UNDER SUCH OTHER SECURITIES OR BLUE
SKY LAWS OF SUCH JURISDICTIONS AS THE STOCKHOLDER REPRESENTATIVE REASONABLY
REQUESTS AND DO ANY AND ALL OTHER ACTS AND THINGS WHICH MAY BE REASONABLY
NECESSARY OR ADVISABLE TO ENABLE THE HOLDERS TO CONSUMMATE THE DISPOSITION IN
SUCH JURISDICTIONS OF THE RESTRICTED SHARES OWNED BY THE HOLDERS; PROVIDED,
HOWEVER, THAT THE CORPORATION WILL NOT BE REQUIRED TO QUALIFY GENERALLY TO DO
BUSINESS, SUBJECT ITSELF TO GENERAL TAXATION OR CONSENT TO GENERAL SERVICE OF
PROCESS IN ANY JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO DO SO
BUT FOR THIS PARAGRAPH (E) OR TO PROVIDE ANY MATERIAL UNDERTAKING OR MAKE ANY
CHANGES IN ITS BY-LAWS OR CERTIFICATE OF INCORPORATION WHICH THE BOARD
DETERMINES TO BE CONTRARY TO THE BEST INTERESTS OF THE CORPORATION;
F.
FURNISH TO THE STOCKHOLDER
REPRESENTATIVE SUCH NUMBER OF COPIES OF A SUMMARY PROSPECTUS, IF ANY, OR OTHER
PROSPECTUS, INCLUDING A PRELIMINARY PROSPECTUS, IN CONFORMITY WITH THE
REQUIREMENTS OF THE SECURITIES ACT, AND SUCH OTHER DOCUMENTS AS THE STOCKHOLDER
REPRESENTATIVE MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE PUBLIC SALE OR
OTHER DISPOSITION OF SUCH RESTRICTED SHARES;
G.
NOTIFY THE STOCKHOLDER REPRESENTATIVE ON
A TIMELY BASIS AT ANY TIME WHEN A PROSPECTUS RELATING TO SUCH RESTRICTED SHARES
IS REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT, OF THE HAPPENING OF