AMENDMENT OR
SUPPLEMENT THERETO BY THE SELLING PURCHASER IN CONNECTION WITH THE OFFERING AND
SALE OF THE REGISTRABLE SECURITIES COVERED BY SUCH PROSPECTUS AND ANY AMENDMENT
OR SUPPLEMENT THERETO.
(G)
PRIOR TO ANY PUBLIC OFFERING OF REGISTRABLE SECURITIES, USE ITS
REASONABLE BEST EFFORTS TO REGISTER OR QUALIFY OR COOPERATE WITH THE SELLING
PURCHASER IN CONNECTION WITH THE REGISTRATION OR QUALIFICATION (OR EXEMPTION
FROM SUCH REGISTRATION OR QUALIFICATION) OF SUCH REGISTRABLE SECURITIES FOR
OFFER AND SALE UNDER THE SECURITIES OR BLUE SKY LAWS OF ALL JURISDICTIONS WITHIN
THE UNITED STATES REASONABLY REQUESTED BY THE PURCHASER PROPOSING TO SELL
SECURITIES IN SUCH JURISDICTION, 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
6
advisable to enable the disposition in such jurisdictions of the Registrable
Securities covered by the Registration Statements; provided, that the Company
shall not be required to (i) 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 or
(ii) file a general consent to service of process in any such jurisdiction,
except in such jurisdictions where the Company is already subject to service of
process.
(H)
COOPERATE WITH THE PURCHASER TO FACILITATE THE TIMELY PREPARATION
AND DELIVERY OF CERTIFICATES REPRESENTING REGISTRABLE SECURITIES TO BE DELIVERED
TO A TRANSFEREE PURSUANT TO THE REGISTRATION STATEMENTS, 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 THE PURCHASER 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 AFFECTED REGISTRATION STATEMENTS 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, NO REGISTRATION STATEMENT NOR ANY PROSPECTUS WILL
CONTAIN 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, IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
4.
REGISTRATION EXPENSES.
ALL FEES AND EXPENSES INCIDENT TO THE
PERFORMANCE OF OR COMPLIANCE WITH THIS AGREEMENT BY THE COMPANY SHALL BE BORNE
BY THE COMPANY WHETHER OR NOT ANY REGISTRABLE SECURITIES ARE SOLD PURSUANT TO A
REGISTRATION STATEMENT.
THE FEES AND EXPENSES REFERRED TO IN THE FOREGOING
SENTENCE SHALL INCLUDE, WITHOUT LIMITATION, (I) ALL REGISTRATION AND FILING FEES
(INCLUDING, WITHOUT LIMITATION, FEES AND EXPENSES (A) WITH RESPECT TO FILINGS
REQUIRED TO BE MADE WITH ANY TRADING MARKET ON WHICH THE COMMON STOCK IS THEN
LISTED FOR TRADING, AND (B) IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR
BLUE SKY LAWS), (II) FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY,