REGISTERED ON BEHALF OF SUCH HOLDER.
(C)
USE COMMERCIALLY REASONABLE EFFORTS TO
REGISTER AND QUALIFY THE SHARES OF REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR "BLUE SKY" LAWS OF ANY
UNITED STATES JURISDICTIONS AS THE HOLDERS MAY REASONABLY REQUEST (EXCEPT IN ANY
SUCH JURISDICTION WHERE THE REGISTRATION AND QUALIFICATION OF THE SECURITIES
COVERED BY SUCH REGISTRATION STATEMENT IS EXEMPT UNDER THE LAWS AND REGULATIONS
OF SUCH JURISDICTION); PROVIDED THAT THE COMPANY SHALL NOT BE REQUIRED IN
CONNECTION THEREWITH OR AS A CONDITION THERETO TO QUALIFY TO DO BUSINESS OR TO
FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH STATES OR
JURISDICTIONS.
(D)
NOTIFY THE PARTICIPATING HOLDERS IMMEDIATELY
OF THE HAPPENING OF ANY EVENT KNOWN TO THE COMPANY (BUT NOT THE SUBSTANCE OR
DETAILS OF ANY SUCH EVENT UNLESS SPECIFICALLY REQUESTED BY ANY SUCH HOLDER) AS A
RESULT OF WHICH THE PROSPECTUS (INCLUDING ANY SUPPLEMENTS THERETO OR THEREOF AND
ANY INFORMATION INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE THEREIN)
INCLUDED IN SUCH REGISTRATION STATEMENT, AS THEN IN EFFECT, INCLUDES AN UNTRUE
STATEMENT OF MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING IN
LIGHT OF THE CIRCUMSTANCES THEN EXISTING, AND USE COMMERCIALLY REASONABLE
EFFORTS TO PROMPTLY UPDATE AND/OR CORRECT SUCH PROSPECTUS.
NOTWITHSTANDING THE
FOREGOING, IF THE COMPANY SHALL FURNISH TO THE HOLDER OR HOLDERS WHOSE
REGISTRABLE SECURITIES HAVE BEEN SO REGISTERED
5
A CERTIFICATE SIGNED BY THE PRESIDENT OF THE COMPANY STATING THAT IN THE GOOD
FAITH JUDGMENT OF THE BOARD OF DIRECTORS OF THE COMPANY IT WOULD BE DETRIMENTAL
TO THE COMPANY AND ITS STOCKHOLDERS TO UPDATE AND/OR CORRECT ANY SUCH
PROSPECTUS, THE COMPANY SHALL HAVE THE RIGHT TO DEFER UPDATING OR CORRECTING
SUCH PROSPECTUS FOR A PERIOD OF NOT MORE THAN 120 DAYS AFTER THE NOTIFICATION TO
THE HOLDERS; PROVIDED, HOWEVER, THAT THE COMPANY MAY NOT UTILIZE THIS RIGHT MORE
THAN ONCE IN ANY 12-MONTH PERIOD.
DURING ANY SUCH 120-DAY OR SHORTER PERIOD,
THE HOLDERS WILL NOT DELIVER ANY SUCH PROSPECTUS OR SELL ANY REGISTRABLE
SECURITIES IN RELIANCE THEREON.
(E)
NOTIFY EACH PARTICIPATING HOLDER
IMMEDIATELY OF THE ISSUANCE BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION
OR AGENCY OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION
STATEMENT OR THE INITIATION OF ANY PROCEEDINGS FOR THAT PURPOSE.
THE COMPANY
SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO PREVENT THE ISSUANCE OF ANY
STOP ORDER AND, IF ANY STOP ORDER IS ISSUED, TO OBTAIN THE LIFTING THEREOF AT
THE EARLIEST POSSIBLE TIME.
(F)
PERMIT A SINGLE FIRM OF COUNSEL, SELECTED
BY THE PARTICIPATING HOLDERS, TO REVIEW THE REGISTRATION STATEMENT AND ALL
AMENDMENTS AND SUPPLEMENTS THERETO WITHIN A REASONABLE PERIOD OF TIME PRIOR TO
EACH FILING, AND SHALL NOT FILE ANY DOCUMENT IN A FORM TO WHICH SUCH COUNSEL
REASONABLY OBJECTS.
(G)
USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE
THE SHARES OF REGISTRABLE SECURITIES REGISTERED BY THE REGISTRATION STATEMENT TO
BE LISTED OR QUOTED ON EACH SECURITIES EXCHANGE