Act as provided
in this Agreement, the Company will, as expeditiously as possible:
(A)
IN THE CASE OF A REGISTRATION AS PROVIDED IN THIS AGREEMENT, USE
ITS REASONABLE BEST EFFORTS TO PREPARE AND FILE WITH THE SEC WITHIN 45 DAYS (OR,
IN THE CASE OF A REGISTRATION STATEMENT ON FORM S-3, WITHIN SEVEN DAYS) AFTER
RECEIPT OF A REQUEST FOR REGISTRATION WITH RESPECT TO SUCH REGISTRABLE
SECURITIES, A REGISTRATION STATEMENT ON ANY FORM FOR WHICH THE COMPANY THEN
QUALIFIES OR WHICH COUNSEL FOR THE COMPANY SHALL DEEM
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APPROPRIATE, AND WHICH FORM SHALL BE AVAILABLE FOR THE SALE OF THE REGISTRABLE
SECURITIES IN ACCORDANCE WITH THE INTENDED METHODS OF DISTRIBUTION THEREOF, AND
USE ITS REASONABLE BEST EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME
AND REMAIN EFFECTIVE AS PROMPTLY AS PRACTICABLE, SUBJECT TO THE RIGHT OF THE
DEMAND PARTY TO DEFER THE COMPANY'S REQUEST FOR THE ACCELERATION OF
EFFECTIVENESS OF ANY SUCH REGISTRATION STATEMENT AS MAY BE NECESSARY TO
ACCOMMODATE THE ANTICIPATED TIMETABLE FOR SUCH OFFERING; PROVIDED, THAT BEFORE
FILING WITH THE SEC A REGISTRATION STATEMENT OR PROSPECTUS OR ANY AMENDMENTS OR
SUPPLEMENTS THERETO, THE COMPANY WILL (I) FURNISH TO THE SELLING SHAREHOLDERS
COPIES OF THE FORM OF PRELIMINARY PROSPECTUS PROPOSED TO BE FILED AND FURNISH TO
COUNSEL OF THE SELLING SHAREHOLDERS COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE
FILED, WHICH DOCUMENTS WILL BE SUBJECT TO THE REASONABLE REVIEW OF SUCH COUNSEL
AND SHALL NOT BE FILED WITHOUT THE APPROVAL (NOT TO BE UNREASONABLY WITHHELD) OF
THE DESIGNATED COUNSEL AND (II) NOTIFY THE SELLING SHAREHOLDERS OF ANY STOP
ORDER ISSUED OR THREATENED BY THE SEC AND TAKE ALL REASONABLE ACTIONS REQUIRED
TO PREVENT THE ENTRY OF SUCH STOP ORDER OR TO REMOVE IT IF ENTERED;
(B)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO
SUCH REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS
MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE FOR A PERIOD OF
NOT LESS THAN 180 DAYS OR SUCH SHORTER PERIOD WHICH WILL TERMINATE WHEN ALL
REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT HAVE BEEN SOLD (OR
IN THE CASE OF A SHELF REGISTRATION, UNTIL THE END OF SUCH LATTER PERIOD), AND
COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO THE DISPOSITION
OF ALL SECURITIES COVERED BY SUCH REGISTRATION STATEMENT DURING SUCH PERIOD IN
ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE SELLERS THEREOF SET
FORTH IN SUCH REGISTRATION STATEMENT;
(C)
PROMPTLY FURNISH TO EACH SHAREHOLDER AND EACH UNDERWRITER, IF ANY,
OF REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT SUCH NUMBER OF
COPIES OF SUCH REGISTRATION STATEMENT, EACH AMENDMENT AND SUPPLEMENT THERETO (IN
EACH CASE INCLUDING ALL FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS THERETO),
THE PROSPECTUS INCLUDED IN SUCH REGISTRATION STATEMENT (INCLUDING EACH
PRELIMINARY PROSPECTUS) (EACH PREPARED IN CONFORMITY WITH THE REQUIREMENTS OF
THE SECURITIES ACT), COPIES OF ANY CORRESPONDENCE WITH THE SEC OR ITS STAFF
RELATING TO THE REGISTRATION STATEMENT AND SUCH OTHER DOCUMENTS AS ANY
SHAREHOLDER OR UNDERWRITER MAY REASONABLY REQUEST IN ORDER TO