UNDER THE SECURITIES
ACT, ANY EVENT HAS OCCURRED AS THE RESULT OF WHICH ANY SUCH PROSPECTUS OR ANY
OTHER PROSPECTUS AS THEN IN EFFECT WOULD INCLUDE AN UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN
OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING;
(I)
ADVISE SUCH HOLDERS, PROMPTLY AFTER IT
RECEIVES NOTICE OR OBTAINS KNOWLEDGE THEREOF, OF THE ISSUANCE OF ANY STOP ORDER
BY THE COMMISSION SUSPENDING THE EFFECTIVENESS OF SUCH REGISTRATION STATEMENT OR
THE INITIATION OR THREATENING OF ANY PROCEEDING FOR THAT PURPOSE AND PROMPTLY
USE ITS REASONABLE BEST EFFORTS TO PREVENT THE ISSUANCE OF ANY STOP ORDER OR TO
OBTAIN ITS WITHDRAWAL IF SUCH STOP ORDER SHOULD BE ISSUED; AND
(J)
AT THE REQUEST OF ANY HOLDER OF
REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT, FURNISH TO SUCH
HOLDER ON THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT OR, IF SUCH
REGISTRATION INCLUDES AN UNDERWRITTEN PUBLIC OFFERING, AT THE CLOSING PROVIDED
FOR IN THE UNDERWRITING AGREEMENT, AN OPINION DATED SUCH DATE OF THE COUNSEL
REPRESENTING THE COMPANY FOR THE PURPOSES OF SUCH REGISTRATION, ADDRESSED TO THE
UNDERWRITERS, IF ANY, AND TO THE HOLDER OR HOLDERS MAKING SUCH REQUEST, COVERING
SUCH MATTERS WITH RESPECT TO THE REGISTRATION STATEMENT, THE PROSPECTUS AND EACH
AMENDMENT OR SUPPLEMENT THERETO, PROCEEDINGS UNDER STATE
4
AND FEDERAL SECURITIES LAWS, OTHER MATTERS RELATING TO THE COMPANY, THE
SECURITIES BEING REGISTERED AND THE OFFER AND SALE OF SUCH SECURITIES AS ARE
CUSTOMARILY THE SUBJECT OF OPINIONS OF ISSUER'S COUNSEL PROVIDED TO UNDERWRITERS
IN UNDERWRITTEN PUBLIC OFFERINGS.
(K)
PROVIDE A TRANSFER AGENT AND REGISTRAR,
WHICH MAY BE A SINGLE ENTITY, FOR THE REGISTRABLE SECURITIES NOT LATER THAN THE
EFFECTIVENESS DATE.
SECTION 5.
ACCURACY OF REGISTRATION
STATEMENT.
SUBJECT TO THE COMPANY'S RIGHTS UNDER SECTION 10, 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.
SUBJECT TO
THE LIMITATIONS SET FORTH IN SECTION 10, THE COMPANY WILL PREPARE AND FILE WITH
THE COMMISSION SUCH AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) AND
SUPPLEMENTS TO ANY REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION
WITH THE REGISTRATION STATEMENT AS MAY BE NECESSARY TO PERMIT SALES PURSUANT TO
THE 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 ANY 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 THE REGISTRATION