HEREUNDER;
(XIII)
COOPERATE WITH EACH SELLER OF REGISTRABLE SECURITIES AND EACH
UNDERWRITER PARTICIPATING IN THE DISPOSITION OF SUCH REGISTRABLE SECURITIES AND
THEIR RESPECTIVE COUNSEL IN CONNECTION WITH ANY FILINGS REQUIRED TO BE MADE WITH
THE NASD; AND
(XIV)
TAKE ALL OTHER STEPS REASONABLY NECESSARY TO EFFECT THE REGISTRATION OF
THE REGISTRABLE SECURITIES CONTEMPLATED HEREBY.
(B)
SELLER INFORMATION.
THE COMPANY MAY REQUIRE EACH SELLER OF
REGISTRABLE SECURITIES AS TO WHICH ANY REGISTRATION IS BEING EFFECTED TO
FURNISH, AND SUCH SELLER SHALL FURNISH, TO THE COMPANY SUCH INFORMATION
REGARDING THE DISTRIBUTION OF SUCH SECURITIES AS THE COMPANY MAY FROM TIME TO
TIME REASONABLY REQUEST IN WRITING.
(C)
NOTICE TO DISCONTINUE.
EACH DESIGNATED HOLDER OF REGISTRABLE
SECURITIES AGREES THAT, UPON RECEIPT OF ANY NOTICE FROM THE COMPANY OF THE
HAPPENING OF ANY EVENT OF THE KIND DESCRIBED IN SECTION 6.05(A)(V), SUCH
DESIGNATED HOLDER SHALL FORTHWITH DISCONTINUE DISPOSITION OF REGISTRABLE
SECURITIES PURSUANT TO THE REGISTRATION STATEMENT COVERING SUCH REGISTRABLE
SECURITIES UNTIL
32
SUCH DESIGNATED HOLDER'S RECEIPT OF THE COPIES OF THE SUPPLEMENTED OR AMENDED
PROSPECTUS CONTEMPLATED BY SECTION 6.05(A)(V) AND, IF SO DIRECTED BY THE
COMPANY, SUCH DESIGNATED HOLDER SHALL DELIVER TO THE COMPANY (AT THE COMPANY'S
EXPENSE) ALL COPIES, OTHER THAN PERMANENT FILE COPIES THEN IN SUCH DESIGNATED
HOLDER'S POSSESSION, OF THE PROSPECTUS COVERING SUCH REGISTRABLE SECURITIES
WHICH IS CURRENT AT THE TIME OF RECEIPT OF SUCH NOTICE.
IF THE COMPANY SHALL
GIVE ANY SUCH NOTICE, THE COMPANY SHALL EXTEND THE PERIOD DURING WHICH SUCH
REGISTRATION STATEMENT SHALL BE MAINTAINED EFFECTIVE PURSUANT TO THIS AGREEMENT
(INCLUDING THE PERIOD REFERRED TO IN SECTION 6.05(A)(II)) BY THE NUMBER OF DAYS
DURING THE PERIOD FROM AND INCLUDING THE DATE OF THE GIVING OF SUCH NOTICE
PURSUANT TO SECTION 6.05(A)(V) TO AND INCLUDING THE DATE WHEN SELLERS OF SUCH
REGISTRABLE SECURITIES UNDER SUCH REGISTRATION STATEMENT SHALL HAVE RECEIVED THE
COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS CONTEMPLATED BY AND MEETING THE
REQUIREMENTS OF SECTION 6.05(A)(V).
(D)
REGISTRATION EXPENSES.
THE COMPANY SHALL PAY ALL EXPENSES ARISING
FROM OR INCIDENT TO ITS PERFORMANCE OF, OR COMPLIANCE WITH, THIS AGREEMENT,
INCLUDING (I) COMMISSION, STOCK EXCHANGE AND NASD REGISTRATION AND FILING FEES,
(II) ALL FEES AND EXPENSES INCURRED IN COMPLYING WITH SECURITIES OR "BLUE SKY"
LAWS (INCLUDING REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL TO ANY
UNDERWRITER INCURRED SOLELY IN CONNECTION WITH "BLUE SKY" QUALIFICATIONS OF THE
REGISTRABLE SECURITIES AS MAY BE SET FORTH IN ANY UNDERWRITING AGREEMENT), (III)
ALL PRINTING, MESSENGER AND DELIVERY EXPENSES, (IV) THE FEES, CHARGES AND
DISBURSEMENTS OF COUNSEL TO THE COMPANY AND OF ITS INDEPENDENT PUBLIC
ACCOUNTANTS AND ANY OTHER ACCOUNTING FEES, CHARGES AND EXPENSES INCURRED BY THE
COMPANY (INCLUDING ANY EXPENSES ARISING FROM ANY "COLD COMFORT" LETTERS OR ANY
SPECIAL AUDITS INCIDENT TO OR REQUIRED BY ANY REGISTRATION OR QUALIFICATION) AND
ANY LEGAL FEES, CHARGES AND EXPENSES INCURRED BY THE COMPANY, AND (V) ANY
LIABILITY INSURANCE OR OTHER PREMIUMS FOR INSURANCE OBTAINED IN CONNECTION WITH
ANY DEMAND REGISTRATION OR PIGGY-BACK REGISTRATION THEREON OR INCIDENTAL
REGISTRATION PURSUANT TO THE TERMS OF THIS AGREEMENT, REGARDLESS OF