REGISTRABLE SECURITIES, PROVIDED, HOWEVER, THAT TO THE EXTENT REASONABLY
PRACTICABLE, SUCH DELIVERY MAY BE ACCOMPLISHED VIA ELECTRONIC MEANS.
(C)
AFTER THE FILING OF THE REGISTRATION STATEMENT, THE COMPANY SHALL
PROMPTLY NOTIFY THE INVESTOR OF ANY STOP ORDER ISSUED OR, TO THE KNOWLEDGE OF
THE COMPANY, THREATENED BY THE COMMISSION IN CONNECTION THEREWITH AND TAKE ALL
COMMERCIALLY REASONABLE ACTIONS REQUIRED TO PREVENT THE ENTRY OF SUCH STOP ORDER
OR TO REMOVE IT IF ENTERED.
(D)
THE COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO (I) REGISTER
OR QUALIFY THE SALE OF THE REGISTRABLE SECURITIES BY THE INVESTOR UNDER SUCH
OTHER SECURITIES OR BLUE SKY LAWS OF EACH JURISDICTION IN THE UNITED STATES AS
THE INVESTOR MAY REASONABLY (IN LIGHT OF ITS INTENDED PLAN OF DISTRIBUTION)
REQUEST, AND (II) CAUSE THE SALE OF THE REGISTRABLE SECURITIES BY THE INVESTOR
TO BE REGISTERED WITH OR APPROVED BY SUCH OTHER GOVERNMENTAL AGENCIES OR
AUTHORITIES IN THE UNITED STATES AS MAY BE NECESSARY BY VIRTUE OF THE BUSINESS
AND OPERATIONS OF THE COMPANY AND DO ANY AND ALL OTHER CUSTOMARY ACTS AND THINGS
THAT MAY BE REASONABLY NECESSARY OR ADVISABLE TO ENABLE THE INVESTOR TO
CONSUMMATE THE DISPOSITION OF THE REGISTRABLE SECURITIES; PROVIDED, HOWEVER,
THAT THE COMPANY WILL NOT BE REQUIRED TO QUALIFY GENERALLY TO DO BUSINESS IN ANY
JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS
SECTION 2.1(D), SUBJECT ITSELF TO TAXATION IN ANY SUCH JURISDICTION, CONSENT OR
SUBJECT ITSELF TO GENERAL SERVICE OF PROCESS IN ANY SUCH JURISDICTION, CHANGE
ANY EXISTING BUSINESS PRACTICES, BENEFIT PLANS OR OUTSTANDING SECURITIES OR
AMEND OR OTHERWISE MODIFY THE CHARTER OR BYLAWS.
(E)
THE COMPANY (I) SHALL MAKE AVAILABLE TO THE INVESTOR (AND WILL
DELIVER TO THE INVESTOR'S COUNSEL), SUBJECT TO RESTRICTIONS IMPOSED BY THE
UNITED STATES FEDERAL GOVERNMENT OR ANY AGENCY OR INSTRUMENTALITY THEREOF,
COPIES OF ALL PUBLIC CORRESPONDENCE BETWEEN THE COMMISSION AND THE COMPANY
CONCERNING THE REGISTRATION STATEMENT (TO THE EXTENT RELEVANT TO THE RESALE OF
THE REGISTRABLE SECURITIES) AND (II) WILL ALSO MAKE AVAILABLE FOR INSPECTION BY
THE INVESTOR AND ANY ATTORNEY, ACCOUNTANT OR OTHER PROFESSIONAL RETAINED BY THE
INVESTOR AND REASONABLY ACCEPTABLE TO THE COMPANY (COLLECTIVELY, THE
"INSPECTORS"), UPON REASONABLE ADVANCE NOTICE DURING NORMAL BUSINESS HOURS ALL
FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE
COMPANY (COLLECTIVELY, THE "RECORDS") AS SHALL BE REASONABLY NECESSARY TO ENABLE
THEM TO EXERCISE THEIR DUE DILIGENCE RESPONSIBILITY, AND CAUSE THE COMPANY'S
OFFICERS AND EMPLOYEES TO SUPPLY ALL INFORMATION REASONABLY REQUESTED BY ANY
INSPECTORS IN CONNECTION WITH THE REGISTRATION STATEMENT; PROVIDED, HOWEVER,
THAT (X) THE COMPANY SHALL NOT BE OBLIGATED TO DISCLOSE ANY PORTION OF THE
RECORDS CONSISTING OF EITHER (A) MATERIAL NON PUBLIC INFORMATION OR
(B) CONFIDENTIAL INFORMATION OF A THIRD PARTY AND (Y) ANY SUCH INSPECTORS MUST
AGREE IN WRITING FOR THE BENEFIT OF THE COMPANY NOT TO USE OR DISCLOSE ANY SUCH
RECORDS EXCEPT AS PROVIDED IN THIS SECTION 2.1(E).
RECORDS THAT THE COMPANY
DETERMINES, IN GOOD FAITH, TO BE
5
CONFIDENTIAL AND THAT IT NOTIFIES THE INSPECTORS