STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
(D)
USE ITS BEST EFFORTS TO AVOID THE ISSUANCE
OF, OR, IF ISSUED, OBTAIN THE WITHDRAWAL OF (I) ANY ORDER SUSPENDING THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT, OR (II) ANY SUSPENSION OF THE
QUALIFICATION (OR EXEMPTION FROM QUALIFICATION) OF ANY OF THE REGISTRABLE
SECURITIES FOR SALE IN ANY JURISDICTION, AT THE EARLIEST PRACTICABLE MOMENT.
(E)
FURNISH TO EACH HOLDER, WITHOUT CHARGE, AT
LEAST ONE CONFORMED COPY OF THE REGISTRATION STATEMENT AND EACH AMENDMENT
THERETO, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, ALL DOCUMENTS
INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE,
4
AND ALL EXHIBITS TO THE EXTENT REQUESTED BY SUCH PERSON (INCLUDING THOSE
PREVIOUSLY FURNISHED OR INCORPORATED BY REFERENCE) PROMPTLY AFTER THE FILING OF
SUCH DOCUMENTS WITH THE COMMISSION.
(F)
PROMPTLY DELIVER TO EACH HOLDER, WITHOUT
CHARGE, AS MANY COPIES OF THE PROSPECTUS OR PROSPECTUSES (INCLUDING EACH FORM OF
PROSPECTUS) AND EACH AMENDMENT OR SUPPLEMENT THERETO AS SUCH PERSONS MAY
REASONABLY REQUEST.
THE COMPANY HEREBY CONSENTS TO THE USE OF SUCH PROSPECTUS
AND EACH AMENDMENT OR SUPPLEMENT THERETO BY EACH OF THE SELLING HOLDERS IN
CONNECTION WITH THE OFFERING AND SALE OF THE REGISTRABLE SECURITIES COVERED BY
SUCH PROSPECTUS AND ANY AMENDMENT OR SUPPLEMENT THERETO.
(G)
USE ITS BEST EFFORTS TO REGISTER OR QUALIFY
OR COOPERATE WITH THE SELLING HOLDERS IN CONNECTION WITH THE REGISTRATION OR
QUALIFICATION (OR EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION) OF ALL
APPLICABLE REGISTRABLE SECURITIES FOR OFFER AND SALE UNDER THE SECURITIES OR
BLUE SKY LAWS OF ALL APPLICABLE JURISDICTIONS WITHIN THE UNITED STATES AS ANY
HOLDER REQUESTS IN WRITING, TO KEEP EACH SUCH REGISTRATION OR QUALIFICATION (OR
EXEMPTION THEREFROM) EFFECTIVE DURING THE EFFECTIVENESS PERIOD AND TO DO ANY AND
ALL OTHER ACTS OR THINGS NECESSARY OR ADVISABLE TO ENABLE THE DISPOSITION IN
SUCH JURISDICTIONS OF THE REGISTRABLE SECURITIES COVERED BY A REGISTRATION
STATEMENT; PROVIDED, THAT THE COMPANY SHALL NOT BE REQUIRED TO QUALIFY GENERALLY
TO DO BUSINESS IN ANY JURISDICTION WHERE IT IS NOT THEN SO QUALIFIED OR SUBJECT
THE COMPANY TO ANY MATERIAL TAX IN ANY SUCH JURISDICTION WHERE IT IS NOT THEN SO
SUBJECT.
(H)
COOPERATE WITH THE HOLDERS TO FACILITATE THE
TIMELY PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING REGISTRABLE
SECURITIES TO BE DELIVERED TO A TRANSFEREE PURSUANT TO A REGISTRATION STATEMENT,
WHICH CERTIFICATES SHALL BE FREE, TO THE EXTENT PERMITTED BY THE PURCHASE
AGREEMENT, OF ALL RESTRICTIVE LEGENDS, AND TO ENABLE SUCH REGISTRABLE SECURITIES
TO BE IN SUCH DENOMINATIONS AND REGISTERED IN SUCH NAMES AS ANY SUCH HOLDERS MAY
REQUEST.
(I)
UPON THE OCCURRENCE OF ANY EVENT
CONTEMPLATED BY SECTION 3(C)(V), AS PROMPTLY AS REASONABLY POSSIBLE, PREPARE A
SUPPLEMENT OR AMENDMENT, INCLUDING A POST-EFFECTIVE AMENDMENT, TO THE
REGISTRATION STATEMENT OR A SUPPLEMENT TO THE RELATED PROSPECTUS OR ANY DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE, AND FILE ANY
OTHER REQUIRED DOCUMENT SO THAT, AS THEREAFTER DELIVERED, NEITHER THE
REGISTRATION STATEMENT NOR SUCH PROSPECTUS WILL CONTAIN AN UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT