SUCH A MANNER AS TO PERMIT IFC TO DELIVER SUCH PROSPECTUS TO
PURCHASERS OF SHARES IN ACCORDANCE WITH APPLICABLE LAW.
(E)
THE COMPANY SHALL PROMPTLY FURNISH TO IFC, UPON REQUEST AND
WITHOUT CHARGE, (A) ANY CORRESPONDENCE FROM THE SEC OR THE STAFF OF THE SEC TO
THE COMPANY OR ITS REPRESENTATIVES RELATING TO ANY REGISTRATION STATEMENT, AND
(B) AFTER THE SAME IS PREPARED AND FILED WITH THE SEC, ONE COPY OF ANY
REGISTRATION STATEMENT AND ANY AMENDMENT(S) THERETO,
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INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, ALL DOCUMENTS INCORPORATED THEREIN
BY REFERENCE AND ALL EXHIBITS.
(F)
THE COMPANY SHALL FURNISH TO IFC SUCH NUMBERS OF COPIES OF A
PROSPECTUS, INCLUDING A PRELIMINARY PROSPECTUS, IN CONFORMITY WITH THE
REQUIREMENTS OF THE SECURITIES ACT, AND SUCH OTHER DOCUMENTS AS IT MAY
REASONABLY REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE SHARES OWNED BY
IT.
(G)
THE COMPANY SHALL USE ITS REASONABLE BEST 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 IFC, 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.
(H)
THE COMPANY SHALL IMMEDIATELY NOTIFY IFC AT ANY TIME WHEN A
PROSPECTUS RELATING TO A REGISTRATION STATEMENT WHICH COVERS THE SHARES IS
REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT REGARDING THE HAPPENING OF ANY
EVENT AS A RESULT OF WHICH THE PROSPECTUS INCLUDED IN SUCH REGISTRATION
STATEMENT, AS THEN IN EFFECT, INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT OR
OMITS TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS THEREIN NOT MISLEADING IN THE LIGHT OF THE CIRCUMSTANCES
THEN EXISTING; PROVIDED, HOWEVER, THAT, SUBJECT TO SECTION 5.2(D) THE COMPANY
SHALL PROMPTLY AMEND SUCH REGISTRATION STATEMENT IN ORDER TO CORRECT ANY UNTRUE
STATEMENT AND/OR ENSURE THAT SUCH REGISTRATION STATEMENT IS NOT MISLEADING.
5.3
PIGGYBACK REGISTRATION.
(A)
WHENEVER THE COMPANY PROPOSES TO FILE A REGISTRATION STATEMENT
UNDER THE SECURITIES ACT WITH RESPECT TO AN OFFERING OF COMMON STOCK (I)
FOLLOWING THE FIRST ANNIVERSARY OF THE CLOSING DATE, FOR THE COMPANY'S OWN
ACCOUNT (OTHER THAN A REGISTRATION STATEMENT ON FORM S-4 OR S-8 (OR ANY
SUBSTITUTE FORM THAT MAY BE ADOPTED BY THE SEC)), OR (II) AT ANY TIME, FOR THE
ACCOUNT OF ANY OF ITS HOLDERS OF COMMON STOCK, THE COMPANY SHALL GIVE NOTICE OF
SUCH PROPOSED FILING TO IFC AS SOON AS PRACTICABLE (BUT IN NO EVENT LESS THAN
THIRTY (30) DAYS BEFORE THE ANTICIPATED FILING DATE); PROVIDED, HOWEVER, IF ANY
PERSON OTHER THAN THE COMPANY IS PERMITTED TO PARTICIPATE IN AN OFFERING
DESCRIBED IN CLAUSE (I) PRIOR TO THE FIRST ANNIVERSARY OF THE CLOSING DATE, THE
COMPANY SHALL GIVE NOTICE OF SUCH PROPOSED FILING TO IFC.
SUCH NOTICE SHALL
OFFER TO IFC THE OPPORTUNITY TO REGISTER SUCH SHARES AS IFC MAY REQUEST ON