and the payment
therefor.
7.
FORM D FILING; REGISTRATION; COMPLIANCE
WITH THE SECURITIES ACT; COVENANTS
7.1
REGISTRATION OF SHARES
The Company shall:
(A)
FILE IN A TIMELY MANNER A FORM D RELATING TO THE SALE OF THE
SHARES UNDER THIS AGREEMENT, PURSUANT TO REGULATION D UNDER THE SECURITIES ACT;
(B)
AS SOON AS PRACTICABLE AFTER THE CLOSING DATE, BUT IN NO EVENT
LATER THAN THE 45TH DAY FOLLOWING THE CLOSING DATE, PREPARE AND FILE WITH THE
COMMISSION A REGISTRATION STATEMENT ON FORM S-3 (OR, IF THE COMPANY IS
INELIGIBLE TO USE FORM S-3, THEN ON SUCH OTHER FORM AS IS AVAILABLE FOR SUCH
REGISTRATION) REGISTERING UNDER THE
8
SECURITIES ACT THE SALE OF THE SHARES BY THE PURCHASERS FROM TIME TO TIME ON THE
FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THE COMMON STOCK IS
TRADED OR IN PRIVATELY NEGOTIATED TRANSACTIONS (THE 'REGISTRATION STATEMENT");
(C)
USE ITS REASONABLE BEST EFFORTS TO CAUSE THE COMMISSION TO NOTIFY
THE COMPANY OF THE COMMISSION'S WILLINGNESS TO DECLARE THE REGISTRATION
STATEMENT EFFECTIVE ON OR BEFORE 90 DAYS AFTER THE CLOSING DATE;
(D)
CAUSE THE SHARES TO BE DULY LISTED FOR TRADING ON THE NASDAQ
GLOBAL MARKET CONCURRENTLY WITH THE EFFECTIVENESS OF THE REGISTRATION STATEMENT;
(E)
IN THE EVENT THAT THE COMMISSION REQUIRES THE COMPANY TO IDENTIFY
THE PURCHASER AS AN "UNDERWRITER" IN THE REGISTRATION STATEMENT , COOPERATE WITH
THE PURCHASER IN ALLOWING THE PURCHASER TO CONDUCT CUSTOMARY "UNDERWRITER'S DUE
DILIGENCE" WITH RESPECT TO THE COMPANY AND SATISFY ITS OBLIGATIONS IN RESPECT
THEREOF. IN ADDITION, AT THE PURCHASER'S REQUEST, THE COMPANY WILL FURNISH TO
THE PURCHASER, ON THE DATE OF THE EFFECTIVENESS OF THE REGISTRATION STATEMENT
AND THEREAFTER NO MORE OFTEN THAN ON A QUARTERLY BASIS, (I) A LETTER, DATED SUCH
DATE, FROM THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO
UNDERWRITERS IN AN UNDERWRITTEN PUBLIC OFFERING, ADDRESSED TO SUCH PURCHASER,
AND (II) AN OPINION, DATED AS OF SUCH DATE, OF COUNSEL REPRESENTING THE COMPANY
FOR PURPOSES OF SUCH REGISTRATION STATEMENT, IN FORM, SCOPE AND SUBSTANCE AS IS
CUSTOMARILY GIVEN IN AN UNDERWRITTEN PUBLIC OFFERING, INCLUDING A STANDARD
"10B-5" OPINION FOR SUCH OFFERING, ADDRESSED TO SUCH PURCHASER;
(F)
NOTIFY PURCHASER PROMPTLY UPON THE REGISTRATION STATEMENT, AND
ANY POST-EFFECTIVE AMENDMENT THERETO, BEING DECLARED EFFECTIVE BY THE
COMMISSION;
(G)
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND
SUPPLEMENTS TO THE REGISTRATION STATEMENT AND THE PROSPECTUS (AS DEFINED IN
SECTION 7.3.1 BELOW) AND TAKE SUCH OTHER ACTION, IF ANY, AS MAY BE NECESSARY TO
KEEP THE REGISTRATION STATEMENT EFFECTIVE UNTIL THE EARLIER OF (I) THE DATE ON
WHICH THE SHARES MAY BE RESOLD BY THE PURCHASERS WITHOUT REGISTRATION AND
WITHOUT REGARD TO ANY VOLUME LIMITATIONS BY REASON OF RULE 144(K) UNDER THE
SECURITIES ACT OR ANY OTHER RULE OF SIMILAR EFFECT, (II) ALL OF THE SHARES HAVE
BEEN SOLD PURSUANT TO THE REGISTRATION STATEMENT OR RULE 144 UNDER THE
SECURITIES ACT OR ANY OTHER RULE OF SIMILAR EFFECT, OR (III) THE SECOND
ANNIVERSARY OF THE CLOSING DATE;
(H)
PROMPTLY FURNISH TO THE PURCHASER WITH RESPECT TO