THAT BEFORE FILING SUCH REGISTRATION STATEMENT OR
ANY AMENDMENTS OR SUPPLEMENTS THERETO (FOR PURPOSES OF THIS SUBSECTION,
AMENDMENTS SHALL NOT BE DEEMED TO INCLUDE ANY FILING THAT THE COMPANY IS
REQUIRED TO MAKE PURSUANT TO THE EXCHANGE ACT), THE COMPANY SHALL FURNISH THE
REPRESENTATIVES OF THE HOLDERS REFERRED TO IN SECTION 7(M) COPIES OF ALL
DOCUMENTS PROPOSED TO BE FILED, WHICH DOCUMENTS WILL BE SUBJECT TO THE
REASONABLE REVIEW AND COMMENT OF THE REPRESENTATIVES' COUNSEL.
THE COMPANY
SHALL NOT BE DEEMED TO HAVE USED ITS REASONABLE BEST EFFORTS TO KEEP A
REGISTRATION STATEMENT EFFECTIVE DURING THE APPLICABLE PERIOD IF IT VOLUNTARILY
TAKES ANY ACTION THAT WOULD RESULT IN THE HOLDERS OF SUCH REGISTRABLE SECURITIES
NOT BEING ABLE TO SELL SUCH REGISTRABLE SECURITIES DURING THAT PERIOD, UNLESS
SUCH ACTION IS UNDERTAKEN FOR A LEGITIMATE BUSINESS PURPOSE AND THE DELAY IN
EFFECTIVENESS IS REQUIRED UNDER APPLICABLE LAW;
(B)
PREPARE AND FILE WITH THE SEC SUCH
AMENDMENTS AND SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AS MAY BE NECESSARY TO
KEEP SUCH REGISTRATION STATEMENT EFFECTIVE AND TO COMPLY WITH THE PROVISIONS OF
THE SECURITIES ACT WITH RESPECT TO THE SALE OR OTHER DISPOSITION OF ALL
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNTIL THE EARLIER OF SUCH TIME
AS ALL OF SUCH SECURITIES HAVE BEEN DISPOSED OF IN A PUBLIC OFFERING OR THE
EXPIRATION OF 30 DAYS (EXCEPT WITH RESPECT TO THE SHELF REGISTRATION STATEMENT,
FOR WHICH SUCH PERIOD SHALL BE THE EFFECTIVE PERIOD);
(C)
FURNISH TO SUCH HOLDERS SUCH NUMBER OF
CONFORMED COPIES OF THE APPLICABLE REGISTRATION STATEMENT AND EACH SUCH
AMENDMENT AND SUPPLEMENT THERETO (INCLUDING IN EACH CASE ALL EXHIBITS), AND OF
ANY PROSPECTUS IN CONFORMITY WITH THE REQUIREMENTS OF THE SECURITIES ACT, AND
SUCH OTHER DOCUMENTS, AS SUCH SELLING SECURITY HOLDERS MAY REASONABLY REQUEST;
(D)
USE ITS REASONABLE BEST EFFORTS TO REGISTER
OR QUALIFY THE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH
OTHER SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS WITHIN THE UNITED STATES
AND PUERTO RICO AS EACH HOLDER OF SUCH SECURITIES SHALL REASONABLY REQUEST, TO
KEEP SUCH REGISTRATION OR QUALIFICATION IN EFFECT FOR SO LONG AS SUCH
REGISTRATION STATEMENT REMAINS IN EFFECT, AND TO TAKE ANY OTHER ACTION WHICH MAY
BE REASONABLY NECESSARY TO ENABLE SUCH SELLER TO CONSUMMATE THE DISPOSITION IN
SUCH JURISDICTIONS OF THE SECURITIES OWNED BY SUCH HOLDER (PROVIDED, HOWEVER,
THAT THE COMPANY SHALL NOT BE REQUIRED IN CONNECTION THEREWITH OR AS A CONDITION
THERETO TO QUALIFY TO DO BUSINESS, SUBJECT ITSELF TO TAXATION IN OR TO FILE A
GENERAL CONSENT TO SERVICE OF PROCESS IN ANY JURISDICTION WHEREIN IT WOULD NOT
BUT FOR THE REQUIREMENTS OF THIS PARAGRAPH (D) BE OBLIGATED TO DO SO; AND
PROVIDED FURTHER THAT THE COMPANY SHALL NOT BE REQUIRED TO QUALIFY SUCH
REGISTRABLE SECURITIES IN ANY JURISDICTION IN WHICH THE SECURITIES REGULATORY
AUTHORITY REQUIRES THAT ANY HOLDER SUBMIT ANY SHARES OF ITS REGISTRABLE
SECURITIES TO THE TERMS, PROVISIONS AND RESTRICTIONS OF ANY ESCROW, LOCKUP OR
SIMILAR AGREEMENT(S) FOR CONSENT TO SELL REGISTRABLE SECURITIES IN SUCH
JURISDICTION UNLESS SUCH HOLDER AGREES