THE
EXISTENCE OF ANY FACT WHICH RESULTS IN A REGISTRATION STATEMENT, A PROSPECTUS OR
ANY DOCUMENT INCORPORATED THEREIN BY REFERENCE CONTAINING AN UNTRUE STATEMENT OF
A MATERIAL FACT OR OMITTING TO STATE A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING;
(IV)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO OBTAIN THE WITHDRAWAL
OF ANY ORDER SUSPENDING THE EFFECTIVENESS OF A REGISTRATION STATEMENT;
(V)
IF REQUESTED BY THE MANAGING UNDERWRITERS OR AN INVESTOR, PROMPTLY
INCORPORATE IN A PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT SUCH
INFORMATION AS THE MANAGING UNDERWRITERS OR THE INVESTORS HOLDING A MAJORITY OF
THE REGISTRABLE STOCK BEING SOLD BY INVESTORS AGREE SHOULD BE INCLUDED THEREIN
RELATING TO THE SALE OF SUCH REGISTRABLE STOCK, INCLUDING INFORMATION WITH
RESPECT TO THE AMOUNT OF REGISTRABLE STOCK BEING SOLD TO SUCH UNDERWRITERS, THE
PURCHASE PRICE BEING PAID THEREFOR BY SUCH UNDERWRITERS AND WITH RESPECT TO ANY
OTHER TERMS OF THE UNDERWRITTEN (OR BEST EFFORTS UNDERWRITTEN) OFFERING OF THE
REGISTRABLE STOCK TO BE SOLD IN SUCH OFFERING; AND MAKE ALL REQUIRED FILINGS OF
SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT AS SOON AS NOTIFIED OF
THE MATTERS TO BE INCORPORATED IN SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE
AMENDMENT;
(VI)
FURNISH TO SUCH INVESTOR AND EACH MANAGING UNDERWRITER AT LEAST
ONE SIGNED COPY OF THE REGISTRATION STATEMENT AND ANY POST-EFFECTIVE AMENDMENT
THERETO, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, ALL DOCUMENTS
INCORPORATED THEREIN BY REFERENCE AND ALL EXHIBITS (INCLUDING THOSE INCORPORATED
BY REFERENCE);
(VII)
DELIVER TO SUCH INVESTORS AND THE UNDERWRITERS, IF ANY, AS MANY
COPIES OF THE PROSPECTUS (INCLUDING EACH PRELIMINARY PROSPECTUS) AND ANY
AMENDMENT OR SUPPLEMENT THERETO AS SUCH PERSONS OR ENTITIES MAY REASONABLY
REQUEST;
21
(VIII)
PRIOR TO ANY PUBLIC SALE OF REGISTRABLE STOCK, REGISTER OR QUALIFY
OR CAUSE TO BE REGISTERED OR QUALIFIED SUCH REGISTRABLE STOCK FOR OFFER AND SALE
UNDER THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS WITHIN THE UNITED
STATES AS ANY INVESTOR OR UNDERWRITER REASONABLY REQUESTS IN WRITING AND DO ANY
AND ALL OTHER ACTS OR THINGS NECESSARY OR ADVISABLE TO ENABLE THE DISPOSITION IN
SUCH JURISDICTIONS OF THE REGISTRABLE STOCK COVERED BY THE APPLICABLE
REGISTRATION STATEMENT; PROVIDED, HOWEVER, THAT THE COMPANY WILL NOT BE REQUIRED
TO QUALIFY GENERALLY TO DO BUSINESS IN ANY JURISDICTION WHERE IT IS NOT THEN SO
QUALIFIED OR TO TAKE ANY ACTION WHICH WOULD SUBJECT IT TO GENERAL SERVICE OF
PROCESS OR TAXATION IN ANY SUCH JURISDICTION WHERE IT IS NOT THEN SO SUBJECT;
(IX)
COOPERATE WITH THE INVESTORS AND THE MANAGING UNDERWRITERS, IF
ANY, TO FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES
REPRESENTING REGISTRABLE STOCK TO BE SOLD PURSUANT TO SUCH REGISTRATION
STATEMENT AND NOT BEARING ANY RESTRICTIVE LEGENDS, AND ENABLE SUCH REGISTRABLE
STOCK TO BE IN SUCH DENOMINATIONS AND REGISTERED IN SUCH NAMES AS THE MANAGING
UNDERWRITERS MAY REQUEST AT LEAST TWO (2) BUSINESS DAYS PRIOR TO ANY SALE OF
REGISTRABLE STOCK TO THE UNDERWRITERS;
(X)
IF ANY FACT DESCRIBED IN CLAUSE (III)(E) ABOVE EXISTS, PREPARE A
SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO THE APPLICABLE