INCLUDED IN SUCH REGISTRATION STATEMENT
(INCLUDING EACH PRELIMINARY PROSPECTUS) AND SUCH OTHER DOCUMENTS AS SUCH SELLER
MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE REGISTRABLE
SECURITIES OWNED BY SUCH SELLER;
(D)
USE ITS BEST EFFORTS TO REGISTER OR QUALIFY
SUCH REGISTRABLE SECURITIES UNDER SUCH OTHER SECURITIES OR BLUE SKY LAWS OF SUCH
JURISDICTIONS AS ANY SELLER REASONABLY REQUESTS AND DO ANY AND ALL OTHER ACTS
AND THINGS WHICH MAY BE REASONABLY NECESSARY OR ADVISABLE TO ENABLE SUCH SELLER
TO CONSUMMATE THE DISPOSITION IN SUCH JURISDICTIONS OF THE REGISTRABLE
SECURITIES
4
OWNED BY SUCH SELLER (PROVIDED THAT THE COMPANY SHALL NOT BE REQUIRED TO (I)
QUALIFY GENERALLY TO DO BUSINESS IN ANY JURISDICTION WHERE IT WOULD NOT
OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS SUBPARAGRAPH, (II) SUBJECT ITSELF
TO TAXATION IN ANY SUCH JURISDICTION OR (III) CONSENT TO GENERAL SERVICE OF
PROCESS IN ANY SUCH JURISDICTION);
(E)
NOTIFY EACH SELLER OF SUCH REGISTRABLE
SECURITIES, AT ANY TIME WHEN A PROSPECTUS RELATING THERETO IS REQUIRED TO BE
DELIVERED UNDER THE SECURITIES ACT, OF THE HAPPENING OF ANY EVENT AS A RESULT OF
WHICH THE PROSPECTUS INCLUDED IN SUCH REGISTRATION STATEMENT CONTAINS AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITS ANY FACT NECESSARY TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING, AND, AT THE REQUEST OF ANY SUCH SELLER, THE COMPANY
SHALL PREPARE A SUPPLEMENT OR AMENDMENT TO SUCH PROSPECTUS SO THAT, AS
THEREAFTER DELIVERED TO THE PURCHASERS OF SUCH REGISTRABLE SECURITIES, SUCH
PROSPECTUS SHALL NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE ANY FACT NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING;
(F)
CAUSE ALL SUCH REGISTRABLE SECURITIES TO
BE LISTED ON EACH SECURITIES EXCHANGE ON WHICH SIMILAR SECURITIES ISSUED BY THE
COMPANY ARE THEN LISTED AND, IF NOT SO LISTED, TO BE LISTED ON THE NASD
AUTOMATED QUOTATION SYSTEM AND, IF LISTED ON THE NASD AUTOMATED QUOTATION
SYSTEM, USE ITS BEST EFFORTS TO SECURE DESIGNATION OF ALL SUCH REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT AS A NASDAQ "NATIONAL MARKET
SYSTEM SECURITY" WITHIN THE MEANING OF RULE 11AA2-1 OF THE SECURITIES AND
EXCHANGE COMMISSION OR, FAILING THAT, TO SECURE NASDAQ AUTHORIZATION FOR SUCH
REGISTRABLE SECURITIES AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO
ARRANGE FOR AT LEAST TWO MARKET MAKERS TO REGISTER AS SUCH WITH RESPECT TO SUCH
REGISTRABLE SECURITIES WITH THE NASD;
(G)
PROVIDE A TRANSFER AGENT AND REGISTRAR FOR
ALL SUCH REGISTRABLE SECURITIES NOT LATER THAN THE EFFECTIVE DATE OF SUCH
REGISTRATION STATEMENT;
(H)
ENTER INTO SUCH CUSTOMARY AGREEMENTS
(INCLUDING UNDERWRITING AGREEMENTS IN CUSTOMARY FORM) AND TAKE ALL SUCH OTHER
ACTIONS AS THE HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES BEING SOLD OR
THE UNDERWRITERS, IF ANY, REASONABLY REQUEST IN ORDER TO EXPEDITE OR FACILITATE
THE DISPOSITION OF SUCH REGISTRABLE SECURITIES (INCLUDING EFFECTING A STOCK
SPLIT OR A COMBINATION OF SHARES);
(I)
MAKE AVAILABLE FOR INSPECTION BY ANY
SELLER OF REGISTRABLE SECURITIES, ANY UNDERWRITER PARTICIPATING IN ANY
DISPOSITION PURSUANT TO SUCH REGISTRATION STATEMENT AND ANY ATTORNEY, ACCOUNTANT