OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING (PROVIDED THAT IN NO
EVENT SHALL SUCH NOTICE CONTAIN ANY MATERIAL, NONPUBLIC INFORMATION), AND
PROMPTLY PREPARE A SUPPLEMENT OR AMENDMENT TO SUCH REGISTRATION STATEMENT TO
CORRECT SUCH UNTRUE STATEMENT OR OMISSION, AND ENSURE THAT SUCH SUPPLEMENT OR
AMENDMENT IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 424(B) TO EACH INVESTOR. THE COMPANY SHALL ALSO PROMPTLY NOTIFY EACH
INVESTOR IN WRITING (I) WHEN A PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR
POST-EFFECTIVE AMENDMENT HAS BEEN FILED, AND WHEN A REGISTRATION STATEMENT OR
ANY POST-EFFECTIVE AMENDMENT HAS BECOME EFFECTIVE (NOTIFICATION OF SUCH
EFFECTIVENESS SHALL BE DELIVERED TO EACH INVESTOR BY FACSIMILE ON THE SAME DAY
OF SUCH EFFECTIVENESS), (II) OF ANY REQUEST BY THE SEC FOR AMENDMENTS OR
SUPPLEMENTS TO A REGISTRATION STATEMENT OR RELATED PROSPECTUS OR RELATED
INFORMATION, AND (III) OF THE COMPANY'S REASONABLE DETERMINATION THAT A
POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT WOULD BE APPROPRIATE.
(I)
THE COMPANY SHALL USE ITS BEST EFFORTS
TO PREVENT THE ISSUANCE OF ANY STOP ORDER OR OTHER SUSPENSION OF EFFECTIVENESS
OF A REGISTRATION STATEMENT, OR THE SUSPENSION OF THE QUALIFICATION OF ANY OF
THE REGISTRABLE SECURITIES FOR SALE IN ANY JURISDICTION WITHIN THE UNITED STATES
OF AMERICA AND, IF SUCH AN ORDER OR SUSPENSION IS ISSUED, TO OBTAIN THE
WITHDRAWAL OF SUCH ORDER OR SUSPENSION AT THE EARLIEST POSSIBLE MOMENT AND TO
NOTIFY EACH INVESTOR WHO HOLDS REGISTRABLE SECURITIES BEING SOLD OF THE ISSUANCE
OF SUCH ORDER AND THE RESOLUTION THEREOF OR ITS RECEIPT OF ACTUAL NOTICE OF THE
INITIATION OR THREAT OF ANY PROCEEDING FOR SUCH PURPOSE.
5
(J)
THE COMPANY SHALL MAKE AVAILABLE FOR
INSPECTION BY (I) ANY INVESTOR AND (II) ONE (1) FIRM OF ACCOUNTANTS OR OTHER
AGENTS RETAINED BY THE INVESTORS (COLLECTIVELY, THE "INSPECTORS") AND SUBJECT TO
THE COMPANY'S NORMAL CONFIDENTIALITY REQUIREMENTS, ALL PERTINENT FINANCIAL AND
OTHER RECORDS, AND PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY
(COLLECTIVELY, THE "RECORDS"), AS SHALL BE REASONABLY DEEMED NECESSARY BY EACH
INSPECTOR, AND CAUSE THE COMPANY'S OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY
ALL INFORMATION WHICH ANY INSPECTOR MAY REASONABLY REQUEST; PROVIDED, HOWEVER,
THAT EACH INSPECTOR SHALL AGREE, AND EACH INVESTOR HEREBY AGREES, TO HOLD IN
STRICT CONFIDENCE AND SHALL NOT MAKE ANY DISCLOSURE (EXCEPT TO AN INVESTOR) OR
USE
ANY RECORD OR OTHER INFORMATION WHICH THE COMPANY DETERMINES IN GOOD FAITH
TO BE CONFIDENTIAL, AND OF WHICH DETERMINATION THE INSPECTORS ARE SO NOTIFIED,
UNLESS (A) THE DISCLOSURE OF SUCH RECORDS IS NECESSARY TO AVOID OR CORRECT A
MISSTATEMENT OR OMISSION IN ANY REGISTRATION STATEMENT OR IS OTHERWISE REQUIRED
UNDER THE SECURITIES ACT, (B) THE RELEASE OF SUCH RECORDS IS ORDERED PURSUANT TO
A FINAL, NON-APPEALABLE SUBPOENA OR ORDER FROM A COURT OR GOVERNMENT BODY OF
COMPETENT JURISDICTION, OR (C) THE INFORMATION IN SUCH RECORDS HAS BEEN MADE
GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN BY DISCLOSURE IN VIOLATION OF THIS
OR ANY OTHER AGREEMENT OF WHICH THE INSPECTOR AND THE INVESTOR