A PROSPECTUS
AMENDMENT OR SUPPLEMENT AS ABOVE PROVIDED IN THIS SECTION 4(D) AND DELIVER
COPIES OF SAME AS PROVIDED IN SECTION 4(H) HEREOF), AND IT BEING FURTHER
UNDERSTOOD THAT, IN THE CASE OF THE MANDATORY REGISTRATION STATEMENT, ANY SUCH
PERIOD DURING WHICH THE INVESTORS ARE RESTRICTED FROM OFFERING OR SELLING
REGISTRABLE SHARES SHALL CONSTITUTE A SUSPENSION PERIOD.
(E)
UPON THE OCCURRENCE OF ANY EVENT DESCRIBED
IN SECTION 4(D) HEREOF, AS PROMPTLY AS POSSIBLE, PREPARE A SUPPLEMENT OR
AMENDMENT, INCLUDING A POST-EFFECTIVE AMENDMENT, TO THE REGISTRATION STATEMENT
OR A SUPPLEMENT TO THE RELATED PROSPECTUS OR ANY DOCUMENT INCORPORATED OR DEEMED
TO BE INCORPORATED THEREIN BY REFERENCE, AND FILE ANY OTHER REQUIRED DOCUMENT SO
THAT, AS THEREAFTER DELIVERED, NEITHER THE REGISTRATION STATEMENT NOR SUCH
PROSPECTUS WILL CONTAIN 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, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT
MISLEADING.
(F)
USE ITS BEST EFFORTS TO AVOID THE
ISSUANCE OF OR, IF ISSUED, OBTAIN THE WITHDRAWAL OF, (I) ANY ORDER SUSPENDING
THE EFFECTIVENESS OF ANY REGISTRATION STATEMENT OR (II) ANY SUSPENSION OF THE
QUALIFICATION (OR EXEMPTION FROM QUALIFICATION) OF ANY OF THE REGISTRABLE SHARES
FOR SALE IN ANY JURISDICTION, AS PROMPTLY AS POSSIBLE (IT BEING UNDERSTOOD THAT,
IN THE CASE OF THE MANDATORY REGISTRATION STATEMENT, ANY PERIOD DURING WHICH THE
EFFECTIVENESS OF THE MANDATORY REGISTRATION STATEMENT OR THE QUALIFICATION OF
ANY REGISTRABLE SHARES IS SUSPENDED SHALL CONSTITUTE A SUSPENSION PERIOD).
(G)
FURNISH TO THE INVESTORS AND THEIR COUNSEL,
WITHOUT CHARGE, AT LEAST ONE CONFORMED COPY OF EACH REGISTRATION STATEMENT AND
EACH AMENDMENT THERETO, AND ALL EXHIBITS TO THE EXTENT REQUESTED BY SUCH
INVESTOR OR THEIR COUNSEL (INCLUDING THOSE PREVIOUSLY FURNISHED OR INCORPORATED
BY REFERENCE) AS PROMPTLY AS POSSIBLE AFTER THE FILING OF SUCH DOCUMENTS WITH
THE SEC.
6
(H)
AS PROMPTLY AS POSSIBLE FURNISH TO EACH
SELLING INVESTOR, WITHOUT CHARGE, SUCH NUMBER OF COPIES OF A PROSPECTUS,
INCLUDING A PRELIMINARY PROSPECTUS, IN CONFORMITY WITH THE REQUIREMENTS OF THE
SECURITIES ACT, AND SUCH OTHER DOCUMENTS (INCLUDING, WITHOUT LIMITATION,
PROSPECTUS AMENDMENTS AND SUPPLEMENTS) AS EACH SUCH SELLING INVESTOR MAY
REASONABLY REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE REGISTRABLE
SHARES COVERED BY SUCH PROSPECTUS AND ANY AMENDMENT OR SUPPLEMENT THERETO.
THE
COMPANY HEREBY CONSENTS TO THE USE OF SUCH PROSPECTUS AND EACH AMENDMENT OR
SUPPLEMENT THERETO BY EACH OF THE SELLING INVESTORS IN CONNECTION WITH THE
OFFERING AND SALE OF THE REGISTRABLE SHARES COVERED BY SUCH PROSPECTUS AND ANY
AMENDMENT OR SUPPLEMENT THERETO TO THE EXTENT PERMITTED BY FEDERAL AND STATE
SECURITIES LAWS AND REGULATIONS.
(I)
USE ITS BEST EFFORTS TO REGISTER AND
QUALIFY (OR OBTAIN AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION) THE
REGISTRABLE SHARES UNDER SUCH OTHER SECURITIES OR BLUE SKY LAWS OF THE STATES OF
RESIDENCE OF EACH INVESTOR AND SUCH OTHER U.S. JURISDICTIONS AS EACH INVESTOR
SHALL REASONABLY REQUEST, TO KEEP SUCH REGISTRATION OR QUALIFICATION (OR
EXEMPTION THEREFROM) EFFECTIVE DURING THE PERIODS EACH