ADVISABLE TO ENABLE THE OFFER
AND SALE IN SUCH JURISDICTIONS OF THE REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT;
(G)
UPON THE OCCURRENCE OF ANY EVENT CONTEMPLATED BY SECTION 6.4(B)(V)
ABOVE, EXCEPT FOR SUCH TIMES AS THE COMPANY IS PERMITTED HEREUNDER TO SUSPEND
THE USE OF THE PROSPECTUS FORMING PART OF THE REGISTRATION STATEMENT, THE
COMPANY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO AS SOON AS REASONABLY
PRACTICABLE PREPARE A POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT OR
A SUPPLEMENT TO THE RELATED PROSPECTUS, OR FILE ANY OTHER REQUIRED DOCUMENT SO
THAT, AS THEREAFTER DELIVERED TO PURCHASERS OF THE REGISTRABLE SECURITIES
INCLUDED THEREIN, THE PROSPECTUS WILL NOT INCLUDE ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING;
(H)
OTHERWISE USE ITS COMMERCIALLY REASONABLE EFFORTS TO COMPLY IN ALL
MATERIAL RESPECTS WITH ALL APPLICABLE RULES AND REGULATIONS OF THE SEC WHICH
COULD AFFECT THE SALE OF THE REGISTRABLE SECURITIES;
(I)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE ALL REGISTRABLE
SECURITIES TO BE LISTED ON EACH SECURITIES EXCHANGE OR MARKET, IF ANY, ON WHICH
EQUITY SECURITIES ISSUED BY THE COMPANY HAVE BEEN LISTED; AND
(J)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL OTHER STEPS
NECESSARY TO EFFECT THE REGISTRATION OF THE REGISTRABLE SECURITIES CONTEMPLATED
HEREBY AND TO ENABLE THE HOLDERS TO SELL REGISTRABLE SECURITIES UNDER RULE 144.
SECTION 6.5
CERTAIN LIMITATIONS.
THE HOLDERS SHALL HAVE NO RIGHT
TO TAKE ANY ACTION TO RESTRAIN, ENJOIN OR OTHERWISE DELAY ANY REGISTRATION
PURSUANT TO SECTION 6.1 HEREOF AS A RESULT OF ANY CONTROVERSY THAT MAY ARISE
WITH RESPECT TO THE INTERPRETATION OR IMPLEMENTATION OF THIS AGREEMENT.
SECTION 6.6
INDEMNITY.
(A) TO THE EXTENT PERMITTED BY LAW, THE
COMPANY SHALL INDEMNIFY EACH HOLDER, ITS DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS, AND EACH PERSON CONTROLLING SUCH HOLDER WITHIN THE MEANING OF SECTION 15
OF THE SECURITIES ACT, WITH RESPECT TO WHICH ANY REGISTRATION THAT HAS BEEN
EFFECTED PURSUANT TO THIS AGREEMENT, AGAINST ALL CLAIMS, LOSSES, DAMAGES AND
LIABILITIES (OR ACTION IN RESPECT THEREOF), INCLUDING ANY OF THE FOREGOING
INCURRED IN SETTLEMENT OF ANY LITIGATION, COMMENCED OR THREATENED (SUBJECT TO
SECTION 6.6(C) BELOW), ARISING OUT OF OR BASED ON ANY UNTRUE STATEMENT (OR
ALLEGED UNTRUE STATEMENT) OF A MATERIAL FACT CONTAINED IN THE REGISTRATION
STATEMENT, PROSPECTUS, ANY AMENDMENT OR SUPPLEMENT THEREOF, OR OTHER DOCUMENT
INCIDENT TO ANY SUCH REGISTRATION, QUALIFICATION OR COMPLIANCE OR BASED ON ANY
OMISSION (OR ALLEGED OMISSION) TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT
15
MISLEADING, IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, OR ANY
VIOLATION BY THE COMPANY OF ANY RULE OR REGULATION PROMULGATED BY THE SECURITIES
ACT APPLICABLE TO THE COMPANY AND RELATING TO ANY ACTION OR INACTION REQUIRED OF
THE COMPANY IN CONNECTION WITH ANY SUCH REGISTRATION, QUALIFICATION OR
COMPLIANCE, AND WILL REIMBURSE EACH HOLDER AND EACH PERSON CONTROLLING SUCH
HOLDER, FOR REASONABLE