UNDERWRITING AGREEMENT, IN USUAL AND
CUSTOMARY FORM, WITH THE MANAGING UNDERWRITER(S) OF SUCH OFFERING.
EACH HOLDER
PARTICIPATING IN THE UNDERWRITING MUST ALSO ENTER INTO AND PERFORM ITS
OBLIGATIONS UNDER SUCH AN AGREEMENT.
6
(F)
NOTIFY EACH HOLDER OF REGISTRABLE SECURITIES COVERED BY THE
REGISTRATION STATEMENT AT ANY TIME WHEN A PROSPECTUS RELATING THERETO IS
REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT OF THE OCCURRENCE OF ANY EVENT
AS A RESULT OF WHICH THE REQUIRED TO BE INCLUDED IN SUCH REGISTRATION STATEMENT,
AS THEN IN EFFECT, INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO
STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS CONTAINED THEREIN NOT MISLEADING IN THE LIGHT OF THE CIRCUMSTANCES
THEN EXISTING AND THE COMPANY MUST PROMPTLY PREPARE A SUPPLEMENT OR AMENDMENT TO
SUCH PROSPECTUS AND FURNISH TO EACH SELLER OF REGISTRABLE SECURITIES A
REASONABLE NUMBER OF COPIES OF SUCH SUPPLEMENT TO OR AN AMENDMENT OF SUCH
PROSPECTUS AS MAY BE NECESSARY SO THAT, AFTER DELIVERY TO THE PURCHASERS OF SUCH
REGISTRABLE SECURITIES, SUCH PROSPECTUS WILL NOT CONTAIN AN UNTRUE STATEMENT OF
A MATERIAL FACT OR OMIT TO STATE ANY 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.
SECTION 2.5
FURNISH INFORMATION.
IT WILL BE A CONDITION PRECEDENT
TO THE OBLIGATIONS OF THE COMPANY TO TAKE ANY ACTION PURSUANT TO SECTIONS 2.1,
2.2 AND 2.3 HEREOF THAT THE SELLING HOLDERS WILL FURNISH TO THE COMPANY
INFORMATION REGARDING THEMSELVES, THE REGISTRABLE SECURITIES HELD BY THEM, AND
THE INTENDED METHOD OF DISPOSITION OF THE SECURITIES AS WILL BE REQUIRED TO
TIMELY EFFECT THE REGISTRATION OF THEIR REGISTRABLE SECURITIES.
SECTION 2.6
DELAY OF REGISTRATION.
NO HOLDER WILL HAVE ANY RIGHT
TO OBTAIN OR SEEK AN INJUNCTION RESTRAINING OR OTHERWISE DELAYING ANY SUCH
REGISTRATION AS THE RESULT OF ANY CONTROVERSY THAT MIGHT ARISE WITH RESPECT TO
THE INTERPRETATION OR IMPLEMENTATION OF THIS AGREEMENT.
SECTION 2.7
NOTICE TO DISCONTINUE.
EACH HOLDER AGREES THAT, UPON
RECEIPT OF ANY NOTICE FROM THE COMPANY OF THE HAPPENING OF ANY EVENT OF THE KIND
DESCRIBED IN SECTION 2.4(F) THE HOLDER WILL FORTHWITH DISCONTINUE DISPOSITION OF
REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT COVERING SUCH
REGISTRABLE SECURITIES UNTIL THE HOLDER'S RECEIPT OF THE COPIES OF THE
SUPPLEMENTED OR AMENDED PROSPECTUS CONTEMPLATED BY SECTION 2.4(F) AND, IF SO
DIRECTED BY THE COMPANY, THE HOLDER WILL DELIVER TO THE COMPANY (AT THE
COMPANY'S EXPENSE) ALL COPIES, OTHER THAN PERMANENT FILE COPIES THEN IN THE
HOLDER'S POSSESSION, POSSESSION, OF THE PROSPECTUS COVERING SUCH REGISTRABLE
SECURITIES THAT IS CURRENT AT THE TIME OF RECEIPT OF THE NOTICE.
SECTION 2.8
INDEMNIFICATION.
IN THE EVENT ANY REGISTRABLE
SECURITIES ARE INCLUDED IN A REGISTRATION STATEMENT UNDER SECTIONS 2.1, 2.2 OR
2.3 HEREOF:
(A)
BY THE COMPANY.
TO THE EXTENT PERMITTED BY LAW, THE COMPANY
WILL INDEMNIFY AND HOLD HARMLESS EACH HOLDER, THE PARTNERS, OFFICERS AND
DIRECTORS OF EACH HOLDER, ANY UNDERWRITER (AS DEFINED IN THE SECURITIES