EXCHANGE COMMISSION ALLOWING A HOLDER TO SELL ANY SUCH SECURITIES
WITHOUT REGISTRATION) AND SHALL TAKE SUCH FURTHER ACTION AS ANY HOLDER OR
HOLDERS OF RESTRICTED SECURITIES MAY REASONABLY REQUEST, ALL TO THE EXTENT
REQUIRED TO ENABLE SUCH HOLDERS TO SELL RESTRICTED SECURITIES PURSUANT TO
RULE 144 AND RULE 144A ADOPTED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT (AS SUCH RULE MAY BE AMENDED FROM TIME TO TIME) OR ANY
SIMILAR RULE OR REGULATION HEREAFTER ADOPTED BY THE SECURITIES AND EXCHANGE
COMMISSION.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WITH A VIEW TO
MAKING AVAILABLE THE BENEFITS OF CERTAIN RULES AND REGULATIONS OF THE SECURITIES
AND EXCHANGE COMMISSION THAT MAY PERMIT THE TRANSFER OR SALE OF THE RESTRICTED
SECURITIES (IN WHOLE OR IN PART) TO THE PUBLIC WITHOUT REGISTRATION, PARENT
AGREES AT ALL TIMES TO USE ITS REASONABLE BEST EFFORTS TO:
(A) MAKE AND KEEP
PUBLIC INFORMATION REGARDING PARENT AVAILABLE AS THOSE TERMS ARE UNDERSTOOD AND
DEFINED IN RULE 144 AND RULE 144A UNDER THE SECURITIES ACT; (B) FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION IN A TIMELY MANNER ALL REPORTS AND OTHER
DOCUMENTS REQUIRED OF PARENT UNDER THE SECURITIES ACT AND THE EXCHANGE ACT AT
ANY TIME AFTER IT HAS BECOME SUBJECT TO SUCH REPORTING REQUIREMENTS; AND (C) SO
LONG AS A HOLDER HOLDS ANY RESTRICTED SECURITIES, FURNISH TO THE HOLDER
FORTHWITH UPON WRITTEN REQUEST A WRITTEN STATEMENT BY PARENT AS TO ITS
COMPLIANCE WITH THE REPORTING REQUIREMENTS OF RULE 144 AND RULE 144A.
7.
TRANSFER OF RESTRICTED SECURITIES.
(A)
GENERAL PROVISIONS. RESTRICTED SECURITIES ARE TRANSFERABLE ONLY
PURSUANT TO (I) PUBLIC OFFERINGS REGISTERED UNDER THE SECURITIES ACT,
(II) RULE 144 OR RULE 144A OF THE SECURITIES AND
8
EXCHANGE COMMISSION (OR ANY SIMILAR RULE OR RULES THEN IN FORCE) IF SUCH RULE IS
AVAILABLE AND (III) SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 7(B) BELOW,
ANY OTHER LEGALLY AVAILABLE MEANS OF TRANSFER.
(B)
OPINION.
IN CONNECTION WITH THE TRANSFER OF ANY RESTRICTED
SECURITIES (OTHER THAN A TRANSFER DESCRIBED IN SECTION 7(A)(I) OR (II) ABOVE),
THE HOLDER THEREOF SHALL DELIVER WRITTEN NOTICE TO PARENT DESCRIBING IN
REASONABLE DETAIL THE TRANSFER OR PROPOSED TRANSFER, TOGETHER WITH AN OPINION OF
COUNSEL WHICH (TO PARENT'S REASONABLE SATISFACTION) IS KNOWLEDGEABLE IN
SECURITIES LAW MATTERS TO THE EFFECT THAT SUCH TRANSFER OF RESTRICTED SECURITIES
MAY BE EFFECTED WITHOUT REGISTRATION OF SUCH RESTRICTED SECURITIES UNDER THE
SECURITIES ACT.
IN ADDITION, IF THE HOLDER OF THE RESTRICTED SECURITIES
DELIVERS TO PARENT AN OPINION OF COUNSEL THAT NO SUBSEQUENT TRANSFER OF SUCH
RESTRICTED SECURITIES SHALL REQUIRE REGISTRATION UNDER THE SECURITIES ACT,
PARENT SHALL PROMPTLY UPON SUCH CONTEMPLATED TRANSFER DELIVER NEW CERTIFICATES
FOR SUCH RESTRICTED SECURITIES WHICH DO NOT BEAR THE SECURITIES ACT LEGEND SET
FORTH IN SECTION 7(D).
IF PARENT IS NOT REQUIRED TO DELIVER NEW CERTIFICATES
FOR SUCH RESTRICTED SECURITIES NOT BEARING SUCH LEGEND, THE HOLDER THEREOF SHALL
NOT TRANSFER THE SAME UNTIL THE PROSPECTIVE TRANSFEREE HAS CONFIRMED TO PARENT
IN WRITING ITS AGREEMENT TO BE BOUND BY THE CONDITIONS CONTAINED IN THIS
SECTION