THEIR REGISTRABLE SECURITIES
PURSUANT TO SUCH EFFECTIVE REGISTRATION STATEMENT.
FOR THE PURPOSES OF CLAUSE
(V) OF SECTION 6.1(D), THE SUSPENSION OF THE
30
Registration Statement due to a Suspension Event in accordance with this Section
6.1(g) shall not constitute an Event.
6.2
REGISTRATION PROCEDURES.
IN CONNECTION WITH THE COMPANY'S
REGISTRATION OBLIGATIONS HEREUNDER, THE COMPANY SHALL:
(A)
NOT LESS THAN THREE TRADING DAYS PRIOR TO THE FILING OF A REGISTRATION
STATEMENT OR ANY RELATED PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO
(INCLUDING ANY DOCUMENT THAT WOULD BE INCORPORATED OR DEEMED TO BE INCORPORATED
THEREIN BY REFERENCE), THE COMPANY SHALL (I) FURNISH TO THE PURCHASERS AND
PURCHASER COUNSEL COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE FILED, WHICH
DOCUMENTS (OTHER THAN THOSE INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE) WILL BE SUBJECT TO THE REVIEW OF SUCH PURCHASERS AND PURCHASER
COUNSEL, AND (II) CAUSE ITS OFFICERS AND DIRECTORS, COUNSEL AND INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS TO RESPOND TO SUCH INQUIRIES AS SHALL BE NECESSARY,
IN THE REASONABLE OPINION OF RESPECTIVE COUNSEL, TO CONDUCT A REASONABLE
INVESTIGATION WITHIN THE MEANING OF THE SECURITIES ACT.
THE COMPANY SHALL NOT
FILE A REGISTRATION STATEMENT OR ANY SUCH PROSPECTUS OR ANY AMENDMENTS OR
SUPPLEMENTS THERETO TO WHICH PURCHASERS HOLDING A MAJORITY OF THE REGISTRABLE
SECURITIES SHALL REASONABLY OBJECT.
EACH PURCHASER AGREES TO FURNISH TO THE
COMPANY A COMPLETED QUESTIONNAIRE IN THE FORM ATTACHED HERETO AS EXHIBIT G (A
"SELLING STOCKHOLDER QUESTIONNAIRE") NOT MORE THAN 7 TRADING DAYS FOLLOWING THE
DATE HEREOF.
(B)
(I) PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS, INCLUDING
POST-EFFECTIVE AMENDMENTS, TO EACH REGISTRATION STATEMENT AND THE PROSPECTUS
USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP THE REGISTRATION
STATEMENT CONTINUOUSLY EFFECTIVE AS TO THE APPLICABLE REGISTRABLE SECURITIES FOR
THE EFFECTIVENESS PERIOD AND PREPARE AND FILE WITH THE COMMISSION SUCH
ADDITIONAL REGISTRATION STATEMENTS IN ORDER TO REGISTER FOR RESALE UNDER THE
SECURITIES ACT ALL OF THE REGISTRABLE SECURITIES; (II) CAUSE THE RELATED
PROSPECTUS TO BE AMENDED OR SUPPLEMENTED BY ANY REQUIRED PROSPECTUS SUPPLEMENT,
AND AS SO SUPPLEMENTED OR AMENDED TO BE FILED PURSUANT TO RULE 424; (III)
RESPOND AS PROMPTLY AS REASONABLY POSSIBLE, AND IN ANY EVENT WITHIN TEN DAYS, TO
ANY COMMENTS RECEIVED FROM THE COMMISSION WITH RESPECT TO THE REGISTRATION
STATEMENT OR ANY AMENDMENT THERETO AND AS PROMPTLY AS REASONABLY POSSIBLE
PROVIDE THE PURCHASERS TRUE AND COMPLETE COPIES OF ALL CORRESPONDENCE FROM AND
TO THE COMMISSION RELATING TO THE REGISTRATION STATEMENT (PROVIDED THAT THE
COMPANY MAY REDACT ANY INFORMATION CONTAINED THEREIN WHICH COULD CONSTITUTE
MATERIAL NON-PUBLIC INFORMATION AS TO ANY PURCHASER WHICH HAS NOT EXECUTED A
CONFIDENTIALITY AGREEMENT WITH THE COMPANY); AND (IV) COMPLY IN ALL MATERIAL
RESPECTS WITH THE PROVISIONS OF THE SECURITIES ACT AND THE EXCHANGE ACT WITH
RESPECT TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES COVERED BY THE
REGISTRATION STATEMENT DURING THE APPLICABLE PERIOD IN ACCORDANCE WITH THE
INTENDED METHODS OF DISPOSITION BY THE PURCHASERS THEREOF SET FORTH IN THE
REGISTRATION STATEMENT AS SO AMENDED OR IN SUCH PROSPECTUS AS SO SUPPLEMENTED.
(C)
NOTIFY THE PURCHASERS