BE REASONABLY REQUESTED BY THE STOCKHOLDER, PROVIDED THAT
THE COMPANY SHALL NOT BE REQUIRED IN CONNECTION THEREWITH OR AS A CONDITION
THERETO TO QUALIFY TO DO BUSINESS OR TO FILE A GENERAL CONSENT TO SERVICE OF
PROCESS IN ANY SUCH STATES OR JURISDICTIONS UNLESS THE COMPANY IS ALREADY
SUBJECT TO SERVICE IN SUCH JURISDICTION AND EXCEPT AS MAY BE REQUIRED BY THE
SECURITIES ACT.
3.2
FURNISHING OF PROSPECTUS.
WITH RESPECT TO A REGISTRATION
STATEMENT FILED PURSUANT TO SECTIONS 2.1 OR 2.2, THE COMPANY SHALL FURNISH TO
THE STOCKHOLDER COPIES OF ANY PRELIMINARY PROSPECTUS AND, AS SOON AS REASONABLY
POSSIBLE AFTER THE EFFECTIVENESS OF THE REGISTRATION STATEMENT, FURNISH TO THE
STOCKHOLDER SUCH NUMBERS OF COPIES OF A FINAL PROSPECTUS IN CONFORMITY WITH THE
REQUIREMENTS OF THE SECURITIES ACT, AND SUCH OTHER DOCUMENTS AS THE STOCKHOLDER
MAY REASONABLY REQUEST, IN ORDER TO FACILITATE THE RESALE OR OTHER DISPOSITION
OF REGISTRABLE SHARES OWNED BY IT.
3.3
AMENDMENTS.
WITH RESPECT TO A REGISTRATION STATEMENT FILED
PURSUANT TO SECTION 2.1 OR 2.2 OF THIS AGREEMENT, AND SUBJECT TO ANY EVENTS
CONTEMPLATED BY OR ACTIONS TAKEN UNDER SECTION 2.4 OF THIS AGREEMENT, THE
COMPANY SHALL PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS TO THE REGISTRATION
STATEMENT AND AMENDMENTS OR SUPPLEMENTS TO THE PROSPECTUS CONTAINED THEREIN AS
MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE AND SUCH
REGISTRATION STATEMENT AND PROSPECTUS ACCURATE AND COMPLETE FOR THE ENTIRE
PERIOD FOR WHICH THE REGISTRATION STATEMENT REMAINS EFFECTIVE.
3.4
NOTICES.
THE COMPANY SHALL:
(A)
NOTIFY THE STOCKHOLDER, PROMPTLY AFTER IT SHALL RECEIVE NOTICE
THEREOF, OF THE DATE AND TIME WHEN ANY REGISTRATION STATEMENT AND EACH
POST-EFFECTIVE AMENDMENT THERETO HAS BECOME EFFECTIVE;
(B)
NOTIFY THE STOCKHOLDER PROMPTLY OF ANY REQUEST BY THE SEC FOR THE
AMENDING OR SUPPLEMENTING OF ANY REGISTRATION STATEMENT OR PROSPECTUS OR FOR
ADDITIONAL INFORMATION;
(C)
NOTIFY THE STOCKHOLDER, AT ANY TIME WHEN A PROSPECTUS RELATING TO
THE REGISTRABLE SHARES IS REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT, OF
ANY EVENT WHICH WOULD CAUSE ANY SUCH PROSPECTUS OR ANY OTHER PROSPECTUS AS THEN
IN EFFECT TO INCLUDE AN 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 LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING, AND PROMPTLY PREPARE AND FILE WITH THE SEC, AND PROMPTLY NOTIFY THE
STOCKHOLDER OF THE FILING OF, SUCH AMENDMENTS OR SUPPLEMENTS TO ANY REGISTRATION
STATEMENT OR PROSPECTUS AS MAY BE NECESSARY TO CORRECT ANY SUCH STATEMENTS OR
OMISSIONS; AND
6
(D)
NOTIFY STOCKHOLDER, PROMPTLY AFTER IT SHALL RECEIVE NOTICE, OF THE
ISSUANCE OF ANY STOP ORDER BY THE SEC SUSPENDING THE EFFECTIVENESS OF ANY
REGISTRATION STATEMENT OR THE INITIATION OR THREATENING OF ANY PROCEEDING FOR
THAT PURPOSE AND PROMPTLY USE COMMERCIALLY REASONABLE EFFORTS TO PREVENT THE
ISSUANCE OF ANY STOP ORDER OR TO OBTAIN ITS WITHDRAWAL IF SUCH STOP ORDER SHOULD
BE ISSUED.
ARTICLE IV
INDEMNIFICATION
4.1
INDEMNIFICATION.
(A)
TO THE EXTENT PERMITTED BY LAW, THE COMPANY WILL INDEMNIFY