OR THE
PROSPECTUS IN ORDER TO MAKE THE STATEMENTS THEREIN NOT MISLEADING (WHICH NOTICE
SHALL BE ACCOMPANIED BY AN INSTRUCTION TO SUSPEND THE USE OF THE PROSPECTUS
UNTIL THE REQUISITE CHANGES HAVE BEEN MADE).
(G)
USE ITS REASONABLE BEST EFFORTS TO PREVENT
THE ISSUANCE OR OBTAIN THE WITHDRAWAL OF ANY ORDER SUSPENDING THE EFFECTIVENESS
OF ANY REGISTRATION STATEMENT REFERRED TO IN SECTION 4.3(F)(III) AT THE EARLIEST
PRACTICABLE TIME.
(H)
UPON THE OCCURRENCE OF ANY EVENT
CONTEMPLATED BY SECTION 4.3(F)(V), AS SOON AS IS REASONABLY PRACTICABLE PREPARE
A POST-EFFECTIVE AMENDMENT TO SUCH REGISTRATION STATEMENT OR A SUPPLEMENT TO THE
RELATED PROSPECTUS OR FILE ANY OTHER REQUIRED DOCUMENT SO THAT, AS THEREAFTER
DELIVERED TO THE HOLDERS AND ANY UNDERWRITERS, THE PROSPECTUS WILL NOT CONTAIN
AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT
NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER
20
WHICH THEY WERE MADE, NOT MISLEADING. IF THE COMPANY NOTIFIES THE HOLDERS IN
ACCORDANCE WITH SECTION 4.3(F)(V) TO SUSPEND THE USE OF THE PROSPECTUS UNTIL THE
REQUISITE CHANGES TO THE PROSPECTUS HAVE BEEN MADE, THEN THE HOLDERS AND ANY
UNDERWRITERS SHALL SUSPEND USE OF SUCH PROSPECTUS AND USE THEIR COMMERCIALLY
REASONABLE EFFORTS TO RETURN TO THE COMPANY ALL COPIES OF SUCH PROSPECTUS (AT
THE COMPANY'S EXPENSE) OTHER THAN PERMANENTLY FILED COPIES THEN IN SUCH HOLDER'S
OR UNDERWRITER'S POSSESSION.
(I)
USE ITS REASONABLE BEST EFFORTS TO PROCURE THE COOPERATION OF THE
COMPANY'S TRANSFER AGENT IN SETTLING ANY OFFERING OR SALE OF REGISTRABLE
SECURITIES, INCLUDING WITH RESPECT TO THE TRANSFER OF PHYSICAL SECURITY
INSTRUMENTS INTO BOOK-ENTRY FORM IN ACCORDANCE WITH ANY PROCEDURES REASONABLY
REQUESTED BY THE HOLDERS OR ANY MANAGING UNDERWRITER(S).
(J)
USE ITS REASONABLE BEST EFFORTS TO TAKE SUCH ACTIONS AS ARE UNDER
ITS CONTROL TO BECOME OR REMAIN A WELL-KNOWN SEASONED ISSUER (AS DEFINED IN
RULE 405 UNDER THE SECURITIES ACT) (AND NOT BECOME AN INELIGIBLE ISSUER (AS
DEFINED IN RULE 405 UNDER THE SECURITIES ACT)) DURING THE PERIOD WHEN SUCH
REGISTRATION STATEMENT REMAINS IN EFFECT.
(K)
WITH RESPECT TO UNDERWRITTEN PUBLIC OFFERINGS PERMITTED BY THIS
AGREEMENT, ENTER INTO AN UNDERWRITING AGREEMENT IN FORM, SCOPE AND SUBSTANCE AS
IS CUSTOMARILY ENTERED INTO FOR SIMILAR UNDERWRITTEN SECONDARY OFFERINGS OF
EQUITY SECURITIES AND TAKE ALL SUCH OTHER ACTIONS REASONABLY REQUESTED BY THE
HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES BEING SOLD IN CONNECTION
THEREWITH OR BY THE MANAGING UNDERWRITER(S), IF ANY, TO EXPEDITE OR FACILITATE
THE UNDERWRITTEN DISPOSITION OF SUCH REGISTRABLE SECURITIES, AND IN CONNECTION
THEREWITH AS CUSTOMARY FOR ANY SIMILAR UNDERWRITTEN SECONDARY OFFERING, (I) MAKE
SUCH REPRESENTATIONS AND WARRANTIES TO THE HOLDERS THAT ARE SELLING STOCKHOLDERS
AND THE MANAGING UNDERWRITER(S), IF ANY, WITH RESPECT TO THE BUSINESS OF THE
COMPANY AND ITS SUBSIDIARIES, AND THE REGISTRATION STATEMENT, PROSPECTUS AND
DOCUMENTS, IF ANY, INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE
THEREIN, IN EACH CASE, IN FORM, SUBSTANCE AND SCOPE AS ARE CUSTOMARILY MADE BY
THE ISSUER IN SIMILAR SECONDARY UNDERWRITTEN OFFERINGS OF EQUITY SECURITIES, AND
CONFIRM THE SAME IF AND