ANY
STOP ORDER (AND THE COMPANY SHALL USE REASONABLE BEST EFFORTS TO PREVENT THE
7
ENTRY OF SUCH STOP ORDER OR TO REMOVE IT IF ENTERED); AND (IV) ANY REQUEST BY
THE COMMISSION FOR ANY AMENDMENT OR SUPPLEMENT TO SUCH REGISTRATION STATEMENT OR
ANY PROSPECTUS RELATING THERETO OR FOR ADDITIONAL INFORMATION OR OF THE
OCCURRENCE OF AN EVENT REQUIRING THE PREPARATION OF A SUPPLEMENT OR AMENDMENT TO
SUCH PROSPECTUS SO THAT, AS THEREAFTER DELIVERED TO THE PURCHASERS OF THE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT, 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
NOT MISLEADING, AND PROMPTLY MAKE AVAILABLE TO THE SHAREHOLDER ANY SUCH
SUPPLEMENT OR AMENDMENT; EXCEPT THAT BEFORE FILING WITH THE COMMISSION A
REGISTRATION STATEMENT OR PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO,
INCLUDING DOCUMENTS INCORPORATED BY REFERENCE, THE COMPANY SHALL FURNISH TO THE
SHAREHOLDER AND TO ITS COUNSEL, COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE
FILED SUFFICIENTLY IN ADVANCE OF FILING TO PROVIDE THE SHAREHOLDER AND ITS
COUNSEL WITH A REASONABLE OPPORTUNITY TO REVIEW SUCH DOCUMENTS AND COMMENT
THEREON, AND THE COMPANY SHALL NOT FILE ANY REGISTRATION STATEMENT OR PROSPECTUS
OR AMENDMENT OR SUPPLEMENT THERETO, INCLUDING DOCUMENTS INCORPORATED BY
REFERENCE, TO WHICH THE SHAREHOLDER OR ITS COUNSEL SHALL REASONABLY OBJECT.
3.1.5
STATE SECURITIES LAWS COMPLIANCE.
IF THE
SHAREHOLDER HAS INCLUDED RESTRICTED SHARES IN A REGISTRATION THE COMPANY SHALL
USE COMMERCIALLY REASONABLE EFFORTS TO (I) REGISTER OR QUALIFY THE RESTRICTED
SHARES COVERED BY THE REGISTRATION STATEMENT UNDER SUCH SECURITIES OR "BLUE SKY"
LAWS OF SUCH JURISDICTIONS IN THE UNITED STATES AS THE SHAREHOLDER (IN LIGHT OF
THE INTENDED PLAN OF DISTRIBUTION) MAY REQUEST AND (II) TAKE SUCH ACTION
NECESSARY TO CAUSE SUCH RESTRICTED SHARES COVERED BY THE REGISTRATION STATEMENT
TO BE REGISTERED WITH OR APPROVED BY SUCH OTHER FEDERAL OR STATE AUTHORITIES AS
MAY BE NECESSARY BY VIRTUE OF THE BUSINESS AND OPERATIONS OF THE COMPANY AND DO
ANY AND ALL OTHER ACTS AND THINGS THAT MAY BE NECESSARY OR ADVISABLE TO ENABLE
THE SHAREHOLDER TO CONSUMMATE THE DISPOSITION OF SUCH RESTRICTED SHARES IN SUCH
JURISDICTIONS; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED TO
QUALIFY GENERALLY TO DO BUSINESS IN ANY JURISDICTION WHERE IT WOULD NOT
OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS SECTION 3.1.5 OR SUBJECT ITSELF TO
TAXATION IN ANY SUCH JURISDICTION.
3.1.6
AGREEMENTS FOR DISPOSITION.
THE COMPANY SHALL
ENTER INTO CUSTOMARY AGREEMENTS (INCLUDING, IF APPLICABLE, AN UNDERWRITING
AGREEMENT IN CUSTOMARY FORM) AND USE COMMERCIALLY REASONABLE EFFORTS TO TAKE
SUCH OTHER ACTIONS AS ARE REQUIRED IN ORDER TO EXPEDITE OR FACILITATE THE
DISPOSITION OF RESTRICTED SHARES.
THE REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE COMPANY IN ANY UNDERWRITING AGREEMENT WHICH ARE MADE TO OR FOR THE
BENEFIT OF ANY UNDERWRITERS, TO THE EXTENT APPLICABLE, SHALL ALSO BE MADE TO AND
FOR THE BENEFIT OF THE SHAREHOLDER.
FOR THE AVOIDANCE OF DOUBT, THE SHAREHOLDER
MAY NOT REQUIRE THE COMPANY TO