FOR AMENDMENTS
OR SUPPLEMENTS TO SUCH REGISTRATION STATEMENT OR THE PROSPECTUS INCLUDED THEREIN
OR FOR ADDITIONAL INFORMATION;
(III)
OF THE ISSUANCE BY THE SEC OF ANY STOP ORDER
SUSPENDING THE EFFECTIVENESS OF SUCH REGISTRATION STATEMENT OR THE INITIATION OF
ANY PROCEEDINGS FOR THAT PURPOSE;
(IV)
OF THE RECEIPT BY COMPANY OR ITS LEGAL COUNSEL
OF ANY NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION OF THE
COMMON STOCK FOR SALE IN ANY JURISDICTION OR THE INITIATION OR THREATENING OF
ANY PROCEEDING FOR SUCH PURPOSE; AND
(V)
OF THE HAPPENING OF ANY EVENT THAT REQUIRES
COMPANY TO MAKE CHANGES IN SUCH REGISTRATION STATEMENT OR THE PROSPECTUS IN
ORDER TO MAKE THE STATEMENTS THEREIN NOT MISLEADING (WHICH NOTICE SHALL BE
ACCOMPANIED BY AN INSTRUCTION TO SUSPEND THE USE OF THE PROSPECTUS UNTIL THE
REQUISITE CHANGES HAVE BEEN MADE);
(H)
USE ITS BEST EFFORTS TO PREVENT THE ISSUANCE
OR OBTAIN THE WITHDRAWAL OF ANY ORDER SUSPENDING THE EFFECTIVENESS OF SUCH
REGISTRATION STATEMENT AT THE EARLIEST POSSIBLE TIME;
(I)
FURNISH TO EACH HOLDER, WITHOUT CHARGE,
AT LEAST ONE COPY OF SUCH REGISTRATION STATEMENT AND ANY POST-EFFECTIVE
AMENDMENT THERETO, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, AND, IF THE
HOLDER SO REQUESTS IN WRITING, ALL EXHIBITS (INCLUDING THOSE, IF ANY,
INCORPORATED BY REFERENCE);
(J)
SUBJECT TO CONTINUED EFFECTIVENESS OF
THE REGISTRATION STATEMENT OR AVAILABILITY OF AN EXEMPTION FROM REGISTRATION, TO
COOPERATE WITH THE HOLDERS TO FACILITATE THE TIMELY PREPARATION AND DELIVERY OF
CERTIFICATES REPRESENTING THE REGISTRABLE SECURITIES TO BE SOLD FREE OF ANY
RESTRICTIVE LEGENDS AND IN SUCH DENOMINATIONS AND REGISTERED IN SUCH NAMES AS
THE HOLDERS MAY REASONABLY REQUEST; AND
(K)
UPON THE OCCURRENCE OF ANY EVENT
CONTEMPLATED BY SECTION 4(G)(V) ABOVE, PROMPTLY PREPARE A POST-EFFECTIVE
AMENDMENT TO SUCH REGISTRATION STATEMENT OR A
SUPPLEMENT TO THE RELATED PROSPECTUS OR FILE ANY OTHER REQUIRED DOCUMENT SO
THAT, AS THEREAFTER DELIVERED TO HOLDERS, THE PROSPECTUS WILL NOT CONTAIN AN
UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY
TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
WERE MADE, NOT MISLEADING.
IF THE COMPANY NOTIFIES THE HOLDERS IN ACCORDANCE
WITH SECTION 4(G)(V) ABOVE TO SUSPEND THE USE OF THE PROSPECTUS UNTIL THE
REQUISITE CHANGES TO THE PROSPECTUS HAVE BEEN MADE, THEN THE HOLDERS SHALL
SUSPEND USE OF SUCH PROSPECTUS, AND THE PERIOD OF EFFECTIVENESS OF SUCH
REGISTRATION STATEMENT PROVIDED FOR ABOVE SHALL EACH BE EXTENDED BY THE NUMBER
OF DAYS FROM AND INCLUDING THE DATE OF THE GIVING OF SUCH NOTICE TO HOLDERS
SHALL HAVE RECEIVED SUCH AMENDED OR SUPPLEMENTED PROSPECTUS PURSUANT TO THIS
SECTION 4(K).
It shall be a condition precedent to the obligation of Company to take any
action pursuant to this Agreement in respect of the securities which are to be
registered at the request of any Holder that such Holder shall furnish to
Company such information regarding the securities held by such Holder and the
intended method of disposition thereof as Company shall reasonably request and
as shall be required in connection with