THEREIN OR FOR ADDITIONAL INFORMATION;
(iii)
of the issuance by the Commission of any stop order suspending the
effectiveness of any Registration Statement filed in connection therewith or the
initiation of any proceedings for that purpose;
(IV)
OF THE RECEIPT BY THE COMPANY OR ITS LEGAL COUNSEL OF ANY
NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION OF THE COMMON
SHARES FOR SALE IN ANY JURISDICTION OR THE INITIATION OR THREATENING OF ANY
PROCEEDING FOR SUCH PURPOSE; AND
(V)
OF THE HAPPENING OF ANY EVENT THAT REQUIRES THE COMPANY TO
MAKE CHANGES IN ANY EFFECTIVE REGISTRATION STATEMENT FILED IN CONNECTION
THEREWITH OR THE PROSPECTUS RELATED TO THE REGISTRATION STATEMENT 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.)
(J)
USE COMMERCIALLY REASONABLE EFFORTS TO PREVENT THE ISSUANCE
OR OBTAIN THE WITHDRAWAL OF ANY ORDER SUSPENDING THE EFFECTIVENESS OF ANY
REGISTRATION STATEMENT REFERRED TO IN SECTION 4.5(I)(III) AT THE EARLIEST
PRACTICABLE TIME;
14
(K)
UPON THE EXECUTIVE OFFICERS OF THE COMPANY OBTAINING ACTUAL
KNOWLEDGE OF THE OCCURRENCE OF ANY EVENT CONTEMPLATED BY SECTION 4.5(I)(V),
PROMPTLY 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 OF REGISTRABLE SECURITIES, 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 WHICH THEY WERE MADE, NOT MISLEADING.
IF THE COMPANY
NOTIFIES THE HOLDERS OF REGISTRABLE SECURITIES IN ACCORDANCE WITH SECTION
4.5(I)(V) TO SUSPEND THE USE OF THE PROSPECTUS UNTIL THE REQUISITE CHANGES TO
THE PROSPECTUS HAVE BEEN MADE, THEN THE HOLDERS OF REGISTRABLE SECURITIES SHALL
SUSPEND THE USE OF SUCH PROSPECTUS AND USE THEIR COMMERCIALLY REASONABLE EFFORTS
TO RETURN TO THE COMPANY ALL HARD COPIES OF SUCH PROSPECTUS (AT THE COMPANY'S
EXPENSE) OTHER THAN PERMANENT FILE COPIES THEN IN SUCH HOLDER'S POSSESSION, AND
THE PERIOD OF EFFECTIVENESS OF SUCH REGISTRATION STATEMENT PROVIDED FOR ABOVE
SHALL BE EXTENDED BY THE NUMBER OF DAYS FROM AND INCLUDING THE DATE OF THE
GIVING OF SUCH NOTICE TO THE DATE HOLDERS OF REGISTRABLE SECURITIES SHALL HAVE
RECEIVED SUCH AMENDED OR SUPPLEMENTED PROSPECTUS PURSUANT TO THIS SECTION
4.5(K); AND
(L)
USE COMMERCIALLY REASONABLE 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 STOCK
CERTIFICATES INTO BOOK-ENTRY FORM IN ACCORDANCE WITH ANY PROCEDURES REASONABLY
REQUESTED BY THE HOLDERS OF REGISTRABLE SECURITIES OR THE UNDERWRITERS.
Section 4.6
Registration Expenses. Except as specifically provided
herein, all Registration Expenses incurred in connection with any registration,
qualification or compliance hereunder shall be borne by the holders of the
Acquired Shares proposed to be registered, pro rata on the basis of the
aggregate offering or sale price of the Acquired Shares proposed to