OF THE REGISTRABLE SECURITIES COVERED BY SUCH PROSPECTUS OR ANY
AMENDMENT OR SUPPLEMENT THERETO DURING THE SHELF REGISTRATION PERIOD.
8
(G)
PRIOR TO ANY OFFERING OF REGISTRABLE SECURITIES PURSUANT TO ANY
SHELF REGISTRATION STATEMENT, THE COMPANY SHALL REGISTER OR QUALIFY, OR SHALL
COOPERATE WITH THE HOLDERS OF REGISTRABLE SECURITIES INCLUDED THEREIN AND THEIR
RESPECTIVE COUNSEL IN CONNECTION WITH THE REGISTRATION OR QUALIFICATION OF, SUCH
REGISTRABLE SECURITIES FOR OFFER AND SALE UNDER THE SECURITIES OR BLUE SKY LAWS
OF SUCH STATES AS ANY SUCH HOLDERS REASONABLY REQUEST IN WRITING AND DO ANY AND
ALL OTHER ACTS OR THINGS NECESSARY OR ADVISABLE TO ENABLE THE OFFER AND SALE IN
SUCH STATES OF THE REGISTRABLE SECURITIES COVERED BY SUCH SHELF REGISTRATION
STATEMENT; PROVIDED, HOWEVER, THAT THE COMPANY WILL NOT BE REQUIRED TO QUALIFY
GENERALLY TO DO BUSINESS IN ANY JURISDICTION WHERE IT IS NOT THEN SO QUALIFIED
OR TO TAKE ANY ACTION WHICH WOULD SUBJECT IT TO GENERAL SERVICE OF PROCESS OR TO
TAXATION IN ANY SUCH JURISDICTION WHERE IT IS NOT THEN SO SUBJECT.
(H)
UNLESS ANY REGISTRABLE SECURITIES SHALL BE IN BOOK-ENTRY ONLY
FORM, THE COMPANY SHALL COOPERATE WITH THE HOLDERS OF REGISTRABLE SECURITIES TO
FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING
REGISTRABLE SECURITIES TO BE SOLD PURSUANT TO ANY SHELF REGISTRATION STATEMENT
FREE OF ANY RESTRICTIVE LEGENDS AND IN SUCH PERMITTED DENOMINATIONS AND
REGISTERED IN SUCH NAMES AS HOLDERS MAY REQUEST IN CONNECTION WITH THE SALE OF
REGISTRABLE SECURITIES PURSUANT TO SUCH SHELF REGISTRATION STATEMENT.
(I)
UPON THE OCCURRENCE OF ANY EVENT CONTEMPLATED BY PARAGRAPHS (II)
THROUGH (V) OF SECTION 4(C) ABOVE (OTHER THAN A REQUEST BY THE COMMISSION SOLELY
FOR ADDITIONAL INFORMATION AS REFERRED TO IN SECTION 4(C)(II) AND UNLESS
DIRECTED OTHERWISE BY THE COMMISSION), THE COMPANY SHALL PROMPTLY PREPARE AND
FILE A POST-EFFECTIVE AMENDMENT TO ANY REGISTRATION STATEMENT OR AN AMENDMENT OR
SUPPLEMENT TO THE RELATED PROSPECTUS OR FILE ANY OTHER REQUIRED DOCUMENT SO
THAT, AS THEREAFTER DELIVERED TO HOLDERS OR PURCHASERS OF THE REGISTRABLE
SECURITIES INCLUDED THEREIN, THE PROSPECTUS WILL NOT CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. IF THE COMPANY
NOTIFIES THE HOLDERS OF THE REGISTRABLE SECURITIES IN ACCORDANCE WITH PARAGRAPHS
(II) THROUGH (V) OF SECTION 4(C) ABOVE TO SUSPEND THE USE OF THE PROSPECTUS
UNTIL THE REQUISITE CHANGES TO THE PROSPECTUS HAVE BEEN MADE, THEN THE HOLDERS
OF REGISTRABLE SECURITIES SHALL SUSPEND USE OF THE PROSPECTUS FOR SUCH TIME.
(J)
NOT LATER THAN THE EFFECTIVE DATE OF ANY SHELF REGISTRATION
STATEMENT HEREUNDER, THE COMPANY SHALL PROVIDE A CUSIP NUMBER FOR THE
REGISTRABLE SECURITIES REGISTERED UNDER SUCH SHELF REGISTRATION STATEMENT, AND
PROVIDE THE TRANSFER AGENT AND THE TRANSFER AGENT FOR THE COMMON STOCK WITH
PRINTED CERTIFICATES FOR THE REGISTRABLE SECURITIES THAT ARE IN A FORM ELIGIBLE
FOR DEPOSIT WITH THE DEPOSITORY TRUST COMPANY.
(K)
THE COMPANY SHALL COMPLY, IN ALL