STATEMENT, AS THE CASE MAY BE, A REQUEST FOR
ACCELERATION OF EFFECTIVENESS OF SUCH REGISTRATION STATEMENT TO A TIME AND DATE
NOT LATER THAN 48 HOURS AFTER THE SUBMISSION OF SUCH REQUEST.
B.
THE COMPANY SHALL PREPARE AND FILE WITH
THE SEC SUCH AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO
A REGISTRATION STATEMENT AND ANY PROSPECTUS USED IN CONNECTION WITH SUCH
REGISTRATION STATEMENT (WHICH PROSPECTUS SUPPLEMENTS SHALL BE FILED PURSUANT TO
RULE 424 (OR SUCCESSOR THERETO) PROMULGATED UNDER THE 1933 ACT) AS MAY BE
NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE AT ALL TIMES DURING THE
REGISTRATION PERIOD, AND, DURING SUCH PERIOD, COMPLY WITH THE PROVISIONS OF THE
1933 ACT WITH RESPECT TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES OF THE
COMPANY COVERED BY SUCH REGISTRATION STATEMENT UNTIL SUCH TIME AS ALL OF SUCH
REGISTRABLE SECURITIES SHALL HAVE BEEN DISPOSED OF IN ACCORDANCE WITH THE
INTENDED METHODS OF DISPOSITION BY THE SELLER OR SELLERS
7
THEREOF AS SET FORTH IN SUCH REGISTRATION STATEMENT.
IN THE CASE OF ANY
AMENDMENT OR SUPPLEMENT TO A REGISTRATION STATEMENT OR PROSPECTUS THAT IS
REQUIRED TO BE FILED PURSUANT TO THIS AGREEMENT (INCLUDING PURSUANT TO THIS
SECTION 4(B)) BY REASON OF THE COMPANY FILING A REPORT UNDER THE 1934 ACT, THE
COMPANY SHALL HAVE INCORPORATED SUCH REPORT BY REFERENCE INTO SUCH REGISTRATION
STATEMENT, IF APPLICABLE AND PERMITTED BY LAW, OR SHALL FILE SUCH AMENDMENTS OR
SUPPLEMENTS WITH THE SEC ON THE SAME DAY.
THE COMPANY SHALL USE ITS REASONABLE
BEST EFFORTS TO CAUSE ANY POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT
TO BECOME EFFECTIVE AS SOON AS PRACTICABLE AFTER SUCH FILING.
NO LATER THAN THE
SECOND BUSINESS DAY AFTER A POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT
BECOMES EFFECTIVE, THE COMPANY SHALL FILE WITH THE SEC THE FINAL PROSPECTUS
INCLUDED THEREIN PURSUANT TO RULE 424 (OR SUCCESSOR THERETO) PROMULGATED UNDER
THE 1933 ACT.
C.
THE INVESTORS HOLDING SECURITIES
REPRESENTING AT LEAST TWO-THIRDS (2/3) OF THE REGISTRABLE SECURITIES TO BE
INCLUDED IN ANY REGISTRATION STATEMENT SHALL HAVE THE RIGHT TO SELECT ONE LEGAL
COUNSEL TO REVIEW SUCH REGISTRATION STATEMENTS ("LEGAL COUNSEL"), AS DESIGNATED
BY THE HOLDERS OF AT LEAST TWO-THIRDS (2/3) OF THE REGISTRABLE SECURITIES TO BE
INCLUDED IN SUCH REGISTRATION STATEMENT.
THE COMPANY SHALL REASONABLY COOPERATE
WITH LEGAL COUNSEL IN PERFORMING THE COMPANY'S OBLIGATIONS UNDER THIS
AGREEMENT.
WITHOUT LIMITING THE FOREGOING, THE COMPANY SHALL (A) PERMIT LEGAL
COUNSEL TO REVIEW AND COMMENT UPON ANY REGISTRATION STATEMENT AND ANY AMENDMENT
OR SUPPLEMENT TO ANY REGISTRATION STATEMENT (OR TO ANY PROSPECTUS INCLUDED
THEREIN) AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO ITS FILING WITH THE SEC, AND
(B) NOT FILE ANY REGISTRATION STATEMENT, AMENDMENT OR SUPPLEMENT DESCRIBED IN
THE FOREGOING CLAUSE (A) IN A FORM TO WHICH LEGAL COUNSEL REASONABLY OBJECTS IN
WRITING ON A TIMELY BASIS, UNLESS IN THE GOOD FAITH OPINION OF THE COMPANY,
AFTER CONSULTATION WITH ITS OUTSIDE COUNSEL, SUCH FILING IS NECESSARY TO COMPLY
WITH APPLICABLE LAW. THE COMPANY SHALL NOT SUBMIT A REQUEST FOR ACCELERATION OF
THE EFFECTIVENESS OF A REGISTRATION STATEMENT OR