SO THAT, AS THEREAFTER
DELIVERED TO THE PURCHASER OF SUCH SHARES, SUCH PROSPECTUS SHALL NOT INCLUDE AN
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 NOT MISLEADING OR
INCOMPLETE IN THE LIGHT OF THE CIRCUMSTANCES THEN EXISTING;
(E)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO REGISTER AND QUALIFY
THE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER
SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS SHALL BE REASONABLY
REQUESTED BY THE INVESTOR, PROVIDED THAT THE COMPANY SHALL NOT BE REQUIRED IN
CONNECTION THEREWITH OR AS A CONDITION THERETO TO QUALIFY TO DO BUSINESS OR TO
FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH STATES OR
JURISDICTIONS;
(F)
CAUSE ALL SUCH REGISTRABLE SECURITIES TO BE LISTED ON EACH
SECURITIES EXCHANGE ON WHICH SIMILAR SECURITIES ISSUED BY THE COMPANY ARE THEN
LISTED;
(G)
PROVIDE A TRANSFER AGENT AND REGISTRAR FOR ALL REGISTRABLE
SECURITIES AND A CUSIP NUMBER FOR ALL SUCH REGISTRABLE SECURITIES, IN EACH CASE
NOT LATER THAN THE EFFECTIVE DATE OF SUCH REGISTRATION;
(H)
USE ITS BEST EFFORTS TO FURNISH, AT THE REQUEST OF THE INVESTOR OR
ANY OTHER HOLDER REQUESTING REGISTRATION OF REGISTRABLE SECURITIES PURSUANT TO
THIS SECTION 8, ON THE DATE THAT SUCH REGISTRABLE SECURITIES ARE DELIVERED TO
THE UNDERWRITERS FOR SALE IN CONNECTION WITH A REGISTRATION PURSUANT TO THIS
SECTION 8, IF SUCH SECURITIES ARE BEING SOLD THROUGH UNDERWRITERS, (I) AN
OPINION, DATED SUCH DATE, OF THE COUNSEL REPRESENTING THE COMPANY FOR THE
PURPOSES OF SUCH REGISTRATION, IN FORM AND SUBSTANCE AS IS CUSTOMARILY GIVEN TO
UNDERWRITERS IN AN UNDERWRITTEN PUBLIC OFFERING, ADDRESSED TO THE UNDERWRITERS,
AND (II) A LETTER, DATED SUCH DATE, FROM THE INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS OF THE COMPANY, IN FORM AND SUBSTANCE AS IS CUSTOMARILY GIVEN BY
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO UNDERWRITERS IN AN UNDERWRITTEN
PUBLIC OFFERING, ADDRESSED TO THE UNDERWRITERS.
8.5
Information by Investor.
The Investor and any other holders
of Registrable Securities included in any registration shall furnish to the
Company such information regarding such holder or holders, the Registrable
Securities held by them, and the distribution proposed by the Investor and such
holder or holders as the Company may request in writing and as shall be required
in connection with any registration referred to in this Section 8, and the
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refusal to furnish such information by the Investor or any holder(s) shall
relieve the Company of its obligations in this Section 8 with respect to the
Investor or such holder(s), respectively.
Furthermore, the Company shall have
no obligation with respect to any registration requested pursuant to Section 8.2
or Section 8.3 of this Agreement if, as a result of the application of the
preceding sentence, the number of shares or the anticipated aggregate offering
price of the Registrable Securities to be included in the registration does not
equal or exceed the anticipated aggregate offering price required to originally
trigger the Company's obligation to initiate such registration.
8.6