BY REFERENCE THEREIN OR ANY
STATEMENT MADE IN SUCH REGISTRATION STATEMENT OR PROSPECTUS OR ANY DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE UNTRUE IN ANY
MATERIAL RESPECT OR THAT REQUIRES ANY REVISIONS TO SUCH REGISTRATION STATEMENT,
PROSPECTUS OR OTHER DOCUMENTS SO THAT, IN THE CASE OF SUCH REGISTRATION
STATEMENT OR THE PROSPECTUS, AS THE CASE MAY BE, IT 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 LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; AND (VI) OF THE
OCCURRENCE OR EXISTENCE OF ANY PENDING CORPORATE DEVELOPMENT WITH RESPECT TO THE
COMPANY THAT THE COMPANY BELIEVES MAY BE MATERIAL AND THAT, IN THE DETERMINATION
OF THE COMPANY, MAKES IT NOT IN THE BEST INTEREST OF THE COMPANY TO ALLOW
CONTINUED AVAILABILITY OF A REGISTRATION STATEMENT OR PROSPECTUS; PROVIDED, THAT
ANY AND ALL OF
6
SUCH INFORMATION SHALL REMAIN CONFIDENTIAL TO EACH HOLDER UNTIL SUCH INFORMATION
OTHERWISE BECOMES PUBLIC, UNLESS DISCLOSURE BY A HOLDER IS REQUIRED BY LAW;
PROVIDED, FURTHER, THAT NOTWITHSTANDING EACH HOLDER'S AGREEMENT TO KEEP SUCH
INFORMATION CONFIDENTIAL, EACH SUCH HOLDER MAKES NO ACKNOWLEDGEMENT THAT ANY
SUCH INFORMATION IS MATERIAL, NON-PUBLIC INFORMATION.
(D)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO PREVENT THE ISSUANCE OF,
OR, IF ISSUED, OBTAIN THE WITHDRAWAL OF (I) ANY ORDER SUSPENDING THE
EFFECTIVENESS OF A REGISTRATION STATEMENT, OR (II) ANY SUSPENSION OF THE
QUALIFICATION (OR EXEMPTION FROM QUALIFICATION) OF ANY OF THE REGISTRABLE
SECURITIES FOR SALE IN ANY JURISDICTION, AT THE EARLIEST PRACTICABLE MOMENT AND
TO NOTIFY EACH HOLDER WHO HOLDS REGISTRABLE SECURITIES BEING SOLD OF THE
ISSUANCE OF ANY SUCH ORDER AND THE RESOLUTION THEREOF OR ITS RECEIPT OF ACTUAL
NOTICE OF THE INITIATION OR THREAT OF ANY PROCEEDING FOR SUCH PURPOSE.
(E)
FURNISH TO EACH HOLDER, WITHOUT CHARGE, AT LEAST ONE CONFORMED COPY OF
EACH REGISTRATION STATEMENT AND EACH AMENDMENT THERETO AND ALL EXHIBITS TO THE
EXTENT REASONABLY REQUESTED BY SUCH PERSON (INCLUDING THOSE PREVIOUSLY FURNISHED
OR INCORPORATED BY REFERENCE) PROMPTLY AFTER THE FILING OF SUCH DOCUMENTS WITH
THE COMMISSION.
(F)
PROMPTLY DELIVER TO EACH HOLDER, WITHOUT CHARGE, (I) AS MANY COPIES
OF EACH PROSPECTUS OR PROSPECTUSES (INCLUDING EACH FORM OF PROSPECTUS) AND EACH
AMENDMENT OR SUPPLEMENT THERETO AS SUCH PERSONS MAY REASONABLY REQUEST AND
(II) SUCH OTHER DOCUMENTS, INCLUDING COPIES OF ANY PRELIMINARY OR FINAL
PROSPECTUS, AS SUCH HOLDER MAY REASONABLY REQUEST FROM TIME TO TIME IN ORDER TO
FACILITATE THE DISPOSITION OF THE REGISTRABLE SECURITIES OWNED BY SUCH HOLDER.
SUBJECT TO SECTION 6(D) HEREOF, THE COMPANY HEREBY CONSENTS TO THE USE OF SUCH
PROSPECTUS AND EACH AMENDMENT OR SUPPLEMENT THERETO BY EACH OF THE SELLING
HOLDERS IN CONNECTION WITH THE OFFERING AND SALE OF THE REGISTRABLE SECURITIES
COVERED BY SUCH PROSPECTUS AND ANY AMENDMENT OR SUPPLEMENT THERETO.
(G)
PRIOR TO ANY PUBLIC OFFERING OF REGISTRABLE SECURITIES, USE ITS
COMMERCIALLY REASONABLE EFFORTS TO (I) REGISTER OR QUALIFY OR COOPERATE WITH THE
SELLING HOLDERS IN CONNECTION