AGREEMENT REMAIN UNSOLD
AT THE END OF THE PERIOD DURING WHICH THE COMPANY IS OBLIGATED TO USE ITS
REASONABLE BEST EFFORTS TO MAINTAIN THE EFFECTIVENESS OF SUCH REGISTRATION
STATEMENT, THE COMPANY MAY FILE A POST-EFFECTIVE AMENDMENT TO THE REGISTRATION
STATEMENT FOR THE PURPOSE OF REMOVING SUCH SECURITIES FROM REGISTERED STATUS.
5.3.
FURNISH TO EACH SELLING HOLDER OF REGISTRABLE SECURITIES, WITHOUT
CHARGE, SUCH NUMBERS OF COPIES OF THE REGISTRATION STATEMENT, ANY PRE-EFFECTIVE
OR POST-EFFECTIVE AMENDMENT THERETO, THE PROSPECTUS, INCLUDING EACH PRELIMINARY
PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, IN EACH CASE IN CONFORMITY
WITH THE REQUIREMENTS OF THE SECURITIES ACT AND THE RULES THEREUNDER, AND SUCH
OTHER RELATED DOCUMENTS AS ANY SUCH SELLING HOLDER MAY REASONABLY
9
REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF REGISTRABLE SECURITIES OWNED
BY SUCH SELLING HOLDER.
5.4.
USE ITS REASONABLE BEST EFFORTS (I) TO REGISTER AND QUALIFY THE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR
BLUE SKY LAWS OF SUCH STATES OR DOMESTIC JURISDICTIONS AS SHALL BE REASONABLY
REQUESTED BY THE UNDERWRITERS' REPRESENTATIVE OR AGENT (AS APPLICABLE, OR, IF
INAPPLICABLE, THE SELLING HOLDERS), AND (II) TO OBTAIN THE WITHDRAWAL OF ANY
ORDER SUSPENDING THE EFFECTIVENESS OF A REGISTRATION STATEMENT, OR THE LIFTING
OF ANY SUSPENSION OF THE QUALIFICATION (OR EXEMPTION FROM QUALIFICATION) OF THE
OFFER AND TRANSFER OF ANY OF THE REGISTRABLE SECURITIES IN ANY JURISDICTION, AT
THE EARLIEST POSSIBLE MOMENT; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE
REQUIRED IN CONNECTION THEREWITH OR AS A CONDITION THERETO TO QUALIFY TO DO
BUSINESS, TO SUBJECT ITSELF TO TAXATION OR TO FILE A GENERAL CONSENT TO SERVICE
OF PROCESS IN ANY SUCH STATES OR JURISDICTIONS.
5.5.
IN THE EVENT OF ANY UNDERWRITTEN OR AGENTED OFFERING, ENTER INTO AND
PERFORM THE COMPANY'S OBLIGATIONS UNDER AN UNDERWRITING OR AGENCY AGREEMENT
(INCLUDING INDEMNIFICATION AND CONTRIBUTION OBLIGATIONS OF UNDERWRITERS OR
AGENTS), IN USUAL AND CUSTOMARY FORM, WITH THE MANAGING UNDERWRITER OR
UNDERWRITERS OF OR AGENTS FOR SUCH OFFERING.
THE COMPANY SHALL ALSO COOPERATE
WITH THE SELLING HOLDERS, AND THE UNDERWRITERS' REPRESENTATIVE OR AGENT FOR SUCH
OFFERING IN THE MARKETING OF THE REGISTRABLE SECURITIES, INCLUDING MAKING
AVAILABLE THE COMPANY'S OFFICERS, INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS,
COUNSEL, PREMISES, BOOKS AND RECORDS FOR SUCH PURPOSE, BUT THE COMPANY SHALL NOT
BE REQUIRED TO INCUR ANY OUT-OF-POCKET EXPENSE PURSUANT TO THIS SENTENCE.
5.6.
PROMPTLY NOTIFY EACH SELLING HOLDER OF ANY STOP ORDER ISSUED OR
THREATENED TO BE ISSUED BY THE COMMISSION IN CONNECTION THEREWITH AND TAKE ALL
REASONABLE ACTIONS REQUIRED TO PREVENT THE ENTRY OF SUCH STOP ORDER OR TO REMOVE
IT IF ENTERED.
5.7.
MAKE GENERALLY AVAILABLE TO THE COMPANY'S SECURITY HOLDERS COPIES OF
ALL PERIODIC REPORTS, PROXY STATEMENTS, AND OTHER INFORMATION REFERRED TO IN
SECTION 11.1 AND, AS SOON AS REASONABLY PRACTICABLE, AN EARNINGS STATEMENT
SATISFYING THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT COVERING THE
12-MONTH PERIOD BEGINNING WITHIN THREE MONTHS AFTER THE EFFECTIVE DATE OF EACH
REGISTRATION STATEMENT FILED PURSUANT TO THIS AGREEMENT.
5.8.
MAKE AVAILABLE FOR INSPECTION BY ANY SELLING HOLDER, ANY UNDERWRITER
PARTICIPATING