OF SUCH HOLDERS, AND (II) CAUSE ITS
OFFICERS AND COUNSEL TO RESPOND TO SUCH INQUIRIES AS SHALL BE NECESSARY, IN THE
REASONABLE OPINION OF RESPECTIVE COUNSEL TO CONDUCT A REASONABLE INVESTIGATION
WITHIN THE MEANING OF THE SECURITIES ACT.
THE COMPANY SHALL NOT FILE THE
REGISTRATION STATEMENT OR ANY SUCH PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS
THERETO TO WHICH THE HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES SHALL
REASONABLY OBJECT IN GOOD FAITH, PROVIDED THAT THE COMPANY IS NOTIFIED OF SUCH
OBJECTION IN WRITING BY THE PURCHASERS' AGENT NO LATER THAN FOUR TRADING DAYS
AFTER THE HOLDERS HAVE BEEN SO FURNISHED COPIES OF SUCH DOCUMENTS.
EACH HOLDER
AGREES TO FURNISH TO THE COMPANY A COMPLETED QUESTIONNAIRE IN THE FORM ATTACHED
TO THIS AGREEMENT AS ANNEX B (A "SELLING SHAREHOLDER QUESTIONNAIRE") NOT LESS
THAN THE EARLIER TO OCCUR OF TWO TRADING DAYS PRIOR TO THE FILING DATE OR THE
END OF THE FOURTH TRADING DAY FOLLOWING THE DATE ON WHICH SUCH HOLDER RECEIVES
DRAFT MATERIALS IN ACCORDANCE WITH THIS SECTION.
(B)
(I) PREPARE AND FILE WITH THE COMMISSION
SUCH AMENDMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, TO THE REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO
KEEP THE REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AS TO THE APPLICABLE
REGISTRABLE SECURITIES FOR THE EFFECTIVENESS PERIOD AND PREPARE AND FILE WITH
THE COMMISSION SUCH ADDITIONAL REGISTRATION STATEMENTS IN ORDER TO REGISTER FOR
RESALE UNDER THE SECURITIES ACT ALL OF THE REGISTRABLE SECURITIES; (II) CAUSE
THE RELATED PROSPECTUS TO BE AMENDED OR SUPPLEMENTED BY ANY REQUIRED PROSPECTUS
SUPPLEMENT, AND AS SO SUPPLEMENTED OR AMENDED TO BE FILED PURSUANT TO RULE 424;
(III) RESPOND AS PROMPTLY AS REASONABLY POSSIBLE TO ANY COMMENTS RECEIVED FROM
THE COMMISSION WITH RESPECT TO THE REGISTRATION STATEMENT OR ANY AMENDMENT
THERETO AND, AS PROMPTLY AS REASONABLY POSSIBLE, UPON REQUEST, PROVIDE THE
HOLDERS TRUE AND COMPLETE COPIES OF ALL CORRESPONDENCE FROM AND TO THE
COMMISSION RELATING TO THE REGISTRATION STATEMENT; AND (IV) COMPLY IN ALL
MATERIAL RESPECTS WITH THE PROVISIONS OF THE SECURITIES ACT AND THE EXCHANGE ACT
WITH RESPECT TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES COVERED BY THE
REGISTRATION STATEMENT DURING THE APPLICABLE PERIOD IN ACCORDANCE WITH
F-3
THE INTENDED METHODS OF DISPOSITION BY THE HOLDERS THEREOF SET FORTH IN THE
REGISTRATION STATEMENT AS SO AMENDED OR IN SUCH PROSPECTUS AS SO SUPPLEMENTED.
(C)
NOTIFY THE PURCHASERS' AGENT ON BEHALF OF
THE HOLDERS OF REGISTRABLE SECURITY TO BE SOLD AS PROMPTLY AS REASONABLY
POSSIBLE AND (IF REQUESTED BY ANY SUCH PERSON) CONFIRM SUCH NOTICE IN WRITING
PROMPTLY FOLLOWING THE DAY (I)(A) WHEN A PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT
OR POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT IS PROPOSED TO BE
FILED; (B) WHEN THE COMMISSION NOTIFIES THE COMPANY WHETHER THERE WILL BE A
"REVIEW" OF THE REGISTRATION STATEMENT AND WHENEVER THE COMMISSION COMMENTS IN
WRITING ON THE REGISTRATION STATEMENT (THE COMPANY SHALL UPON REQUEST PROVIDE
TRUE AND COMPLETE COPIES THEREOF AND ALL WRITTEN RESPONSES THERETO TO EACH OF
THE HOLDERS); AND (C) WITH RESPECT TO THE REGISTRATION STATEMENT