12
SHARES BY VIRTUE OF ANY STOCK SPLIT, STOCK DIVIDEND, RECAPITALIZATION OR SIMILAR
EVENT; PROVIDED, HOWEVER, THAT IF, DURING THE PERIOD FROM THE DATE HEREOF
THROUGH THE 30TH CALENDAR DAY FOLLOWING THE CLOSING DATE, THE ACQUISITION OF A
BUSINESS BY THE COMPANY IS CONSUMMATED OR BECOMES PROBABLE WITH RESPECT TO WHICH
THE COMPANY SHALL BE REQUIRED TO FILE WITH THE SEC A CURRENT REPORT ON FORM 8-K
(OR AN AMENDMENT TO A CURRENT REPORT ON FORM 8-K) CONTAINING AUDITED AND
UNAUDITED HISTORICAL FINANCIAL STATEMENTS OF THE ACQUIRED BUSINESS AND PRO FORMA
FINANCIAL INFORMATION FOR THE COMPANY GIVING EFFECT TO THE ACQUISITION, THE
COMPANY SHALL NOT BE REQUIRED TO FILE THE REGISTRATION STATEMENT UNTIL THE
SECOND BUSINESS DAY FOLLOWING THE DATE BY WHICH SUCH HISTORICAL FINANCIAL
STATEMENTS AND PRO FORMA FINANCIAL INFORMATION SHALL BE REQUIRED TO BE FILED;
(B)
USE COMMERCIALLY REASONABLE EFFORTS, SUBJECT TO RECEIPT OF NECESSARY
INFORMATION FROM THE INVESTOR, INCLUDING THE INFORMATION REQUESTED IN THE
REGISTRATION STATEMENT QUESTIONNAIRE, TO CAUSE THE REGISTRATION STATEMENT TO
BECOME EFFECTIVE WITHIN 120 CALENDAR DAYS AFTER THE CLOSING DATE;
(C)
AS EXPEDITIOUSLY AS PRACTICABLE, PREPARE AND FILE WITH THE SEC SUCH
AMENDMENTS AND SUPPLEMENTS TO THE REGISTRATION STATEMENT AND THE PROSPECTUS (AS
DEFINED IN SECTION 5.4 BELOW) USED IN CONNECTION THEREWITH AND TAKE ALL SUCH
OTHER ACTIONS AS MAY BE NECESSARY TO KEEP THE REGISTRATION STATEMENT CURRENT AND
EFFECTIVE FOR A PERIOD (THE "REGISTRATION PERIOD") NOT EXCEEDING, WITH RESPECT
TO THE REGISTRABLE SECURITIES, THE EARLIER OF (I) THE DATE ON WHICH ALL
REGISTRABLE SECURITIES THEN HELD BY THE INVESTOR MAY BE SOLD OR TRANSFERRED IN
COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT (OR ANY OTHER SIMILAR
PROVISIONS THEN IN FORCE) WITHOUT ANY VOLUME OR MANNER OF SALE RESTRICTIONS
THEREUNDER, OR (II) SUCH TIME AS ALL REGISTRABLE SECURITIES HELD BY THE INVESTOR
HAVE BEEN SOLD (A) PURSUANT TO A REGISTRATION STATEMENT, (B) TO OR THROUGH A
BROKER OR DEALER OR UNDERWRITER IN A PUBLIC DISTRIBUTION OR A PUBLIC SECURITIES
TRANSACTION, OR (C) IN A TRANSACTION EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF THE SECURITIES ACT UNDER SECTION 4(1) THEREOF SO THAT
ALL TRANSFER RESTRICTIONS AND RESTRICTIVE LEGENDS WITH RESPECT THERETO, IF ANY,
ARE REMOVED UPON THE CONSUMMATION OF SUCH SALE;
(D)
PROMPTLY FURNISH TO THE INVESTOR WITH RESPECT TO THE REGISTRABLE
SECURITIES REGISTERED UNDER THE REGISTRATION STATEMENT SUCH REASONABLE NUMBER OF
COPIES OF THE PROSPECTUS AS THE INVESTOR MAY REQUEST, INCLUDING ANY SUPPLEMENTS
TO OR AMENDMENTS TO THE PROSPECTUS, IN ORDER TO FACILITATE THE PUBLIC SALE OR
OTHER DISPOSITION OF ALL OR ANY OF THE REGISTRABLE SECURITIES BY THE INVESTOR;
(E)
PROMPTLY TAKE SUCH ACTION AS MAY BE NECESSARY TO QUALIFY, OR OBTAIN, AN
EXEMPTION FOR THE REGISTRABLE SECURITIES UNDER SUCH OF THE STATE SECURITIES LAWS
OF UNITED STATES JURISDICTIONS AS SHALL BE NECESSARY TO QUALIFY, OR OBTAIN AN
EXEMPTION FOR, THE SALE OF THE REGISTRABLE SECURITIES IN STATES SPECIFIED IN
WRITING BY THE INVESTOR; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE
REQUIRED TO QUALIFY TO DO BUSINESS OR