FOR SO LONG AS SUCH REGISTRATION STATEMENT REMAINS IN
EFFECT, AND TO TAKE ANY OTHER ACTION THAT MAY BE REASONABLY NECESSARY TO ENABLE
SUCH SELLER TO CONSUMMATE THE DISPOSITION IN SUCH JURISDICTIONS OF THE
SECURITIES OWNED BY SUCH HOLDER OF REGISTRABLE SECURITIES; 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;
(E)
ENTER INTO CUSTOMARY AGREEMENTS (INCLUDING, IF PERMITTED
HEREUNDER, IF THE METHOD OF DISTRIBUTION IS BY MEANS OF AN UNDERWRITING, AN
UNDERWRITING AGREEMENT IN CUSTOMARY FORM WITH THE MANAGING UNDERWRITER(S) OF
SUCH OFFERING) AND TAKE SUCH OTHER ACTIONS (INCLUDING PARTICIPATING IN AND
MAKING DOCUMENTS AVAILABLE FOR THE DUE DILIGENCE REVIEW OF UNDERWRITERS IF THE
METHOD OF DISTRIBUTION IS BY MEANS OF AN UNDERWRITING) AS ARE REASONABLY
REQUIRED IN ORDER TO FACILITATE THE DISPOSITION OF SUCH REGISTRABLE SECURITIES.
EACH HOLDER OF REGISTRABLE SECURITIES PARTICIPATING IN SUCH UNDERWRITING SHALL
ALSO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER SUCH UNDERWRITING AGREEMENT;
(F)
WITH RESPECT TO A DEMAND REGISTRATION, AT THE REASONABLE
REQUEST OF THE INVESTOR WHO DELIVERED THE REGISTRATION REQUEST, CAUSE ITS SENIOR
EXECUTIVES TO PARTICIPATE, AT THE COMPANY'S EXPENSE, IN CUSTOMARY INVESTOR
PRESENTATIONS AND "ROAD SHOWS" (TO BE SCHEDULED IN A
13
collaborative manner so as not to unreasonably interfere with the conduct of the
business of the Company);
(G)
NOTIFY EACH HOLDER OF REGISTRABLE SECURITIES AT ANY TIME WHEN
A PROSPECTUS RELATING THERETO IS REQUIRED TO BE DELIVERED UNDER THE SECURITIES
ACT OF THE HAPPENING OF ANY EVENT AS A RESULT OF WHICH THE APPLICABLE
PROSPECTUS, 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 LIGHT OF THE CIRCUMSTANCES THEN
EXISTING (ANY SUCH DEFECT, A "MATERIAL DEFECT"), PROMPTLY UPON THE EXECUTIVE
OFFICERS OF THE COMPANY OBTAINING ACTUAL KNOWLEDGE OF SUCH MATERIAL DEFECT;
(H)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO FURNISH TO THE
MANAGING UNDERWRITER, IF ANY, (I) AN OPINION OF OUTSIDE LEGAL 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 "COMFORT LETTER" FROM THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF THE COMPANY ADDRESSED TO
UNDERWRITERS, IF ANY, IN FORM AND SUBSTANCE AS IS CUSTOMARILY GIVEN BY
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS TO UNDERWRITERS IN AN UNDERWRITTEN
PUBLIC OFFERING;
(I)
GIVE WRITTEN NOTICE TO THE HOLDERS OF REGISTRABLE
SECURITIES, PROMPTLY UPON THE EXECUTIVE OFFICERS OF THE COMPANY OBTAINING ACTUAL
KNOWLEDGE:
(I)
THAT ANY REGISTRATION STATEMENT RELATING TO SUCH
REGISTRATIONS OR ANY AMENDMENT THERETO HAS BEEN FILED WITH THE COMMISSION AND
THAT SUCH REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT THERETO HAS
BECOME EFFECTIVE;
(II)
OF ANY REQUEST BY THE COMMISSION FOR AMENDMENTS OR SUPPLEMENTS TO ANY
REGISTRATION STATEMENT FILED IN CONNECTION THEREWITH OR THE PROSPECTUS INCLUDED