clauses (E) or (F), the
Company shall promptly prepare and furnish to such seller and each underwriter,
if any, a reasonable number of copies of a prospectus supplemented or amended so
that, as thereafter delivered to the purchasers of such Registrable Securities,
such prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein no misleading.
(V)
PROVIDE AND CAUSE TO BE MAINTAINED A TRANSFER AGENT AND REGISTRAR
FOR ALL SUCH REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT NOT
LATER THAN THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT;
(VI)
DELIVER PROMPTLY TO EACH HOLDER PARTICIPATING IN THE OFFERING AND
EACH UNDERWRITER, IF ANY, COPIES OF ALL CORRESPONDENCE BETWEEN THE SEC AND THE
COMPANY, ITS COUNSEL OR AUDITORS AND ALL MEMORANDA RELATING TO DISCUSSIONS WITH
THE SEC AND ITS STAFF WITH RESPECT TO THE REGISTRATION STATEMENT, OTHER THAN
THOSE PORTIONS OF ANY SUCH CORRESPONDENCE AND MEMORANDA WHICH CONTAIN
INFORMATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE WITH RESPECT TO THE COMPANY,
AND, UPON RECEIPT OF SUCH CONFIDENTIALITY AGREEMENTS AS THE COMPANY MAY
REASONABLY REQUEST, MAKE REASONABLY AVAILABLE FOR INSPECTION BY ANY HOLDER OF
SUCH REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT, BY ANY
UNDERWRITER, IF ANY, PARTICIPATING IN ANY DISPOSITION TO BE EFFECTED PURSUANT TO
SUCH REGISTRATION STATEMENT AND BY ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT
RETAINED BY ANY SUCH HOLDER OR ANY SUCH UNDERWRITER, ALL PERTINENT FINANCIAL AND
OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY, AND
CAUSE ALL OF THE COMPANY'S OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY ALL
INFORMATION REASONABLY REQUESTED BY ANY SUCH HOLDER, UNDERWRITER, ATTORNEY,
ACCOUNTANT OR AGENT IN CONNECTION WITH SUCH REGISTRATION STATEMENT;
(VII)
USE ITS BEST EFFORTS TO OBTAIN THE WITHDRAWAL OF ANY ORDER
SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT;
(VIII)
PROVIDE A CUSIP NUMBER FOR ALL REGISTRABLE SECURITIES NOT LATER
THAN THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT;
(IX)
MAKE REASONABLY AVAILABLE ITS EMPLOYEES AND PERSONNEL AND
OTHERWISE PROVIDE REASONABLE ASSISTANCE TO THE UNDERWRITERS IN THE MARKETING OF
REGISTRABLE SECURITIES IN ANY UNDERWRITTEN OFFERING;
6
(X)
PROMPTLY PRIOR TO THE FILING OF ANY DOCUMENT WHICH IS TO BE
INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT OR THE PROSPECTUS
(AFTER THE INITIAL FILING OF SUCH REGISTRATION STATEMENT) PROVIDE COPIES OF SUCH
DOCUMENT TO COUNSEL TO THE SELLER OF REGISTRABLE SECURITIES AND TO THE MANAGING
UNDERWRITER, IF ANY, AND MAKE THE COMPANY'S REPRESENTATIVES REASONABLY AVAILABLE
FOR DISCUSSION OF SUCH DOCUMENT AND MAKE SUCH CHANGES IN SUCH DOCUMENT
CONCERNING SUCH SELLERS PRIOR TO THE FILING THEREOF AS COUNSEL FOR SUCH SELLERS
OR UNDERWRITERS MAY REASONABLY REQUEST; AND
(XI)
COOPERATE WITH THE SELLERS OF REGISTRABLE SECURITIES AND THE
MANAGING UNDERWRITER, IF ANY, TO FACILITATE THE TIMELY PREPARATION AND DELIVERY
OF CERTIFICATES NOT BEARING ANY RESTRICTIVE LEGENDS REPRESENTING THE REGISTRABLE
SECURITIES TO BE SOLD, AND CAUSE SUCH REGISTRABLE SECURITIES TO BE ISSUED IN
SUCH DENOMINATIONS AND REGISTERED IN SUCH NAMES IN ACCORDANCE WITH THE
UNDERWRITING AGREEMENT PRIOR TO ANY