COUNSEL IN CONNECTION WITH ANY FILINGS
REQUIRED TO BE MADE WITH NASDAQ, THE NASD OR ANY OTHER SECURITIES EXCHANGE ON
WHICH SUCH REGISTRABLE SECURITIES ARE TRADED OR WILL BE TRADED;
(XVIII)
COOPERATE WITH THE PARTICIPATING HOLDERS AND THE
MANAGING UNDERWRITER(S) TO FACILITATE THE TIMELY PREPARATION AND DELIVERY OF
CERTIFICATES NOT BEARING ANY RESTRICTIVE LEGENDS REPRESENTING THE REGISTRABLE
SECURITIES TO BE SOLD, AND CAUSE SUCH REGISTRABLE SECURITIES TO BE ISSUED IN
SUCH DENOMINATIONS AND REGISTERED IN SUCH NAMES IN ACCORDANCE WITH THE
UNDERWRITING AGREEMENT PRIOR TO ANY SALE OF REGISTRABLE SECURITIES TO THE
UNDERWRITERS OR, IF NOT AN UNDERWRITTEN OFFERING, IN ACCORDANCE WITH THE
INSTRUCTIONS OF THE PARTICIPATING HOLDERS AT LEAST FIVE BUSINESS DAYS PRIOR TO
ANY SALE OF REGISTRABLE SECURITIES AND INSTRUCT ANY TRANSFER AGENT OR REGISTRAR
OF REGISTRABLE SECURITIES TO RELEASE ANY STOP TRANSFER ORDERS IN RESPECT
THEREOF;
(XIX)
TO THE EXTENT REQUIRED BY THE RULES AND REGULATIONS
OF THE NASD, RETAIN A QUALIFIED INDEPENDENT UNDERWRITER, WHICH SHALL BE
REASONABLY ACCEPTABLE TO THE MAJORITY PARTICIPATING HOLDERS; AND
(XX)
TAKE NO DIRECT OR INDIRECT ACTION PROHIBITED BY
REGULATION M UNDER THE EXCHANGE ACT; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT
ANY PROHIBITION IS APPLICABLE TO THE COMPANY, THE COMPANY WILL TAKE SUCH ACTION
AS IS NECESSARY TO MAKE ANY SUCH PROHIBITION INAPPLICABLE.
(B)
IF THE DISPOSITION BY A PARTICIPATING
HOLDER OF ITS SECURITIES IS DISCONTINUED BECAUSE OF THE HAPPENING OF ANY EVENT
OF THE KIND DESCRIBED IN SECTION 2.3(A)(VII)(C) OR (E), THE COMPANY SHALL EXTEND
THE PERIOD OF EFFECTIVENESS OF THE REGISTRATION STATEMENT BY THE NUMBER OF DAYS
DURING THE PERIOD FROM AND INCLUDING THE DATE OF THE GIVING OF
11
SUCH NOTICE TO AND INCLUDING THE DATE WHEN THE PARTICIPATING HOLDER SHALL HAVE
RECEIVED COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS CONTEMPLATED BY
SECTION 2.3(A)(VII)(E); AND, IF THE COMPANY SHALL NOT SO EXTEND SUCH PERIOD, THE
PARTICIPATING HOLDER'S REQUEST PURSUANT TO WHICH SUCH REGISTRATION STATEMENT WAS
FILED SHALL NOT BE COUNTED FOR PURPOSES OF THE REQUESTS FOR REGISTRATION TO
WHICH THE PARTICIPATING HOLDER IS ENTITLED PURSUANT TO SECTION 2.1 HEREOF.
IF
FOR ANY OTHER REASON THE EFFECTIVENESS OF ANY REGISTRATION STATEMENT FILED
PURSUANT TO SECTION 2.1 OR SECTION 2.2 IS SUSPENDED OR INTERRUPTED PRIOR TO THE
EXPIRATION OF THE TIME PERIOD REGARDING THE MAINTENANCE OF THE EFFECTIVENESS OF
SUCH REGISTRATION STATEMENT REQUIRED BY SECTION 2.3(A)(I) SO THAT REGISTRABLE
SECURITIES MAY NOT BE SOLD PURSUANT THERETO, THE APPLICABLE TIME PERIOD SHALL BE
EXTENDED BY THE NUMBER OF DAYS EQUAL TO THE NUMBER OF DAYS DURING THE PERIOD
BEGINNING WITH THE DATE OF SUCH SUSPENSION OR INTERRUPTION TO AND ENDING WITH
THE DATE WHEN THE SALE OF REGISTRABLE SECURITIES PURSUANT TO SUCH REGISTRATION
STATEMENT MAY BE RESUMED.
(C)
IF ANY SUCH REGISTRATION STATEMENT OR
COMPARABLE STATEMENT UNDER "BLUE SKY" LAWS REFERS TO ANY HOLDER BY NAME OR
OTHERWISE AS THE HOLDER OF ANY SECURITIES OF THE COMPANY, THEN SUCH HOLDER SHALL
HAVE THE RIGHT TO REQUIRE (I) THE INSERTION THEREIN OF LANGUAGE, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO SUCH