SELLER A COPY OF
THE PROSPECTUS, INCLUDING A PRELIMINARY PROSPECTUS, IN CONFORMITY WITH THE
REQUIREMENTS OF THE SECURITIES ACT.
(B)
THE BUYER SHALL USE ITS BEST EFFORTS TO
REGISTER OR QUALIFY THE APPLICABLE MILESTONE SHARES COVERED BY SUCH REGISTRATION
STATEMENT UNDER THE SECURITIES LAWS OF EACH STATE OF THE UNITED STATES;
PROVIDED, HOWEVER, THAT THE BUYER SHALL NOT BE REQUIRED IN CONNECTION WITH THIS
PARAGRAPH (B) TO QUALIFY AS A FOREIGN CORPORATION OR EXECUTE A GENERAL CONSENT
TO SERVICE OF PROCESS IN ANY JURISDICTION.
(C)
THE BUYER SHALL, AS EXPEDITIOUSLY AS
POSSIBLE, NOTIFY THE SELLER, PROMPTLY AFTER IT SHALL RECEIVE NOTICE THEREOF, OF
THE TIME WHEN SUCH REGISTRATION STATEMENT HAS BECOME EFFECTIVE OR A SUPPLEMENT
TO ANY PROSPECTUS FORMING A PART OF SUCH REGISTRATION STATEMENT HAS BEEN FILED.
(D)
THE BUYER SHALL, AS EXPEDITIOUSLY AS
POSSIBLE, CAUSE ALL SUCH MILESTONE SHARES TO BE LISTED ON EACH SECURITIES
EXCHANGE OR AUTOMATED QUOTATION SYSTEM ON WHICH SIMILAR SECURITIES ISSUED BY THE
BUYER ARE THEN LISTED.
(E)
THE BUYER SHALL PROMPTLY PROVIDE A TRANSFER
AGENT, REGISTRAR AND CUSIP NUMBER FOR ALL SUCH MILESTONE SHARES NOT LATER THAN
THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT.
(F)
IF THE BUYER HAS DELIVERED PRELIMINARY OR
FINAL PROSPECTUSES TO THE SELLER AND AFTER HAVING DONE SO THE PROSPECTUS IS
AMENDED OR SUPPLEMENTED TO COMPLY WITH THE REQUIREMENTS OF THE SECURITIES ACT,
THE
18
BUYER SHALL PROMPTLY NOTIFY THE SELLER AND, IF REQUESTED BY THE BUYER, THE
SELLER SHALL IMMEDIATELY CEASE MAKING OFFERS OR SALES OF SHARES UNDER SUCH
REGISTRATION STATEMENT AND RETURN ALL PROSPECTUSES TO THE BUYER.
THE BUYER
SHALL PROMPTLY PROVIDE THE SELLER WITH REVISED OR SUPPLEMENTED PROSPECTUSES AND,
FOLLOWING RECEIPT OF THE REVISED OR SUPPLEMENTED PROSPECTUSES, THE SELLER SHALL
BE FREE TO RESUME MAKING OFFERS AND SALES UNDER SUCH REGISTRATION STATEMENT.
(G)
THE BUYER SHALL, AS EXPEDITIOUSLY AS
POSSIBLE FOLLOWING THE EFFECTIVENESS OF SUCH REGISTRATION STATEMENT, NOTIFY THE
SELLER OF ANY REQUEST BY THE SEC FOR THE AMENDING OR SUPPLEMENTING OF SUCH
REGISTRATION STATEMENT OR PROSPECTUS.
(H)
THE BUYER SHALL PAY THE EXPENSES INCURRED BY
IT IN COMPLYING WITH ITS OBLIGATIONS UNDER THIS ARTICLE VII, INCLUDING ALL
REGISTRATION AND FILING FEES, EXCHANGE LISTING FEES, FEES AND EXPENSES OF
COUNSEL FOR THE BUYER, AND FEES AND EXPENSES OF ACCOUNTANTS FOR THE BUYER, BUT
EXCLUDING (I) ANY BROKERAGE FEES, SELLING COMMISSIONS OR UNDERWRITING DISCOUNTS
INCURRED BY THE SELLER IN CONNECTION WITH SALES UNDER ANY REGISTRATION STATEMENT
AND (II) THE FEES AND EXPENSES OF ANY COUNSEL RETAINED BY THE SELLER.
7.4
REQUIREMENTS OF THE SELLER.
THE BUYER SHALL
NOT BE REQUIRED TO INCLUDE ANY MILESTONE SHARES IN ANY REGISTRATION STATEMENT
UNLESS:
(A)
THE SELLER FURNISHES TO THE BUYER IN
WRITING SUCH INFORMATION REGARDING THE SELLER AND THE PROPOSED SALE OF MILESTONE
SHARES BY THE SELLER AS THE BUYER MAY REASONABLY REQUEST IN WRITING IN
CONNECTION WITH SUCH REGISTRATION STATEMENT OR AS SHALL BE REQUIRED IN
CONNECTION THEREWITH BY THE SEC OR ANY STATE SECURITIES LAW AUTHORITIES;
(B)
THE SELLER SHALL HAVE PROVIDED TO THE BUYER
ITS WRITTEN