FACTORS ON WHICH THE COMPANY REASONABLY
ELECTS TO RELY).
THE COMPANY WILL USE ITS BEST EFFORTS TO CAUSE SUCH AMENDMENT
OR NEW REGISTRATION STATEMENT TO BECOME
17
EFFECTIVE AS SOON AS IS PRACTICABLE AFTER THE FILING THEREOF, BUT IN NO EVENT
LATER THAN 90 DAYS AFTER THE DATE ON WHICH THE COMPANY REASONABLY FIRST
DETERMINES THE NEED THEREFOR, IF PERMITTED BY THE SEC.
SECTION 6.04.
ACCURACY OF REGISTRATION STATEMENT.
ANY REGISTRATION
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND PROSPECTUSES
CONTAINED THEREIN) FILED BY THE COMPANY COVERING REGISTRABLE SECURITIES WILL NOT
CONTAIN ANY 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
LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT MISLEADING.
THE COMPANY
WILL PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS (INCLUDING POST-EFFECTIVE
AMENDMENTS) AND SUPPLEMENTS TO ANY REGISTRATION STATEMENT AND THE PROSPECTUS
USED IN CONNECTION WITH SUCH REGISTRATION STATEMENT AS MAY BE NECESSARY TO
PERMIT SALES PURSUANT TO SUCH REGISTRATION STATEMENT AT ALL TIMES DURING THE
REGISTRATION PERIOD, AND, DURING SUCH PERIOD, WILL 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 THE TERMINATION OF
THE REGISTRATION PERIOD, OR IF EARLIER, UNTIL SUCH TIME AS ALL OF SUCH
REGISTRABLE SECURITIES 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.
SECTION 6.05.
FURNISHING DOCUMENTATION.
THE COMPANY WILL FURNISH TO
THE HOLDER, OR TO ITS LEGAL COUNSEL, (A) PROMPTLY AFTER SUCH DOCUMENT IS FILED
WITH THE SEC, ONE COPY OF ANY REGISTRATION STATEMENT FILED PURSUANT TO THIS
AGREEMENT AND ANY AMENDMENTS THERETO, EACH PRELIMINARY PROSPECTUS AND FINAL
PROSPECTUS AND EACH AMENDMENT OR SUPPLEMENT THERETO; AND (B) A NUMBER OF COPIES
OF A PROSPECTUS, INCLUDING A PRELIMINARY PROSPECTUS, AND ALL AMENDMENTS AND
SUPPLEMENTS THERETO, AND SUCH OTHER DOCUMENTS AS THE HOLDER MAY REASONABLY
REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE REGISTRABLE SECURITIES
OWNED BY THE HOLDER.
THE COMPANY WILL PROMPTLY NOTIFY BY FACSIMILE OR EMAIL THE
HOLDER OF THE EFFECTIVENESS OF ANY REGISTRATION STATEMENT AND ANY POST-EFFECTIVE
AMENDMENT.
SECTION 6.06.
ADDITIONAL OBLIGATIONS.
THE COMPANY WILL USE ITS BEST
EFFORTS TO (A) REGISTER AND QUALIFY THE REGISTRABLE SECURITIES COVERED BY A
REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR BLUE SKY LAWS OF SUCH
JURISDICTIONS AS THE HOLDER REASONABLY REQUESTS, (B) PREPARE AND FILE IN THOSE
JURISDICTIONS ANY AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) AND
SUPPLEMENTS TO SUCH REGISTRATIONS AND QUALIFICATIONS AS MAY BE NECESSARY TO
MAINTAIN THEIR EFFECTIVENESS DURING THE REGISTRATION PERIOD, (C) TAKE ANY OTHER
ACTIONS NECESSARY TO MAINTAIN SUCH REGISTRATIONS AND QUALIFICATIONS IN EFFECT AT
ALL TIMES DURING THE REGISTRATION PERIOD, AND (D) TAKE ANY OTHER ACTIONS
REASONABLY NECESSARY OR ADVISABLE TO QUALIFY THE REGISTRABLE SECURITIES FOR SALE
IN SUCH JURISDICTIONS.
NOTWITHSTANDING THE FOREGOING, THE COMPANY IS NOT
REQUIRED, IN CONNECTION WITH SUCH OBLIGATIONS, TO (I) QUALIFY