REGISTRATION STATEMENT;
(III) ANY REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT IS DECLARED
EFFECTIVE; (IV) THE SEC OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL AUTHORITY
REQUESTS ANY AMENDMENT OR SUPPLEMENT TO ANY REGISTRATION STATEMENT OR PROSPECTUS
OR REQUESTS ADDITIONAL INFORMATION RELATED THERETO; (V) THE SEC ISSUES ANY STOP
ORDER SUSPENDING THE EFFECTIVENESS OF ANY REGISTRATION STATEMENT OR INITIATES
ANY PROCEEDINGS FOR THAT PURPOSE; (VI) THE COMPANY RECEIVES NOTICE OF ANY
SUSPENSION OF THE QUALIFICATION OR EXEMPTION FROM QUALIFICATION OF ANY
REGISTRABLE SECURITIES FOR SALE IN ANY JURISDICTION, OR THE INITIATION OR THREAT
OF ANY PROCEEDING FOR SUCH PURPOSE; OR (VII) THE FINANCIAL STATEMENTS INCLUDED
IN ANY REGISTRATION STATEMENT BECOME INELIGIBLE FOR INCLUSION THEREIN OR ANY
REGISTRATION STATEMENT OR PROSPECTUS OR OTHER DOCUMENT CONTAINS ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(D)
USE ITS REASONABLE BEST EFFORTS TO AVOID THE
ISSUANCE OF OR, IF ISSUED, OBTAIN THE WITHDRAWAL OF (I) ANY ORDER SUSPENDING THE
EFFECTIVENESS OF ANY REGISTRATION STATEMENT, OR (II) ANY SUSPENSION OF THE
QUALIFICATION (OR EXEMPTION FROM QUALIFICATION) OF ANY OF THE REGISTRABLE
SECURITIES FOR SALE IN ANY JURISDICTION, AS SOON AS POSSIBLE.
(E)
IF REQUESTED BY AN INVESTOR, PROVIDE SUCH
INVESTOR AT LEAST ONE CONFORMED COPY OF EACH REGISTRATION STATEMENT AND EACH
AMENDMENT THERETO, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, AND ALL
EXHIBITS TO THE EXTENT REQUESTED BY SUCH PERSON (INCLUDING THOSE PREVIOUSLY
FURNISHED OR INCORPORATED BY REFERENCE) PROMPTLY AFTER THE FILING OF SUCH
DOCUMENTS WITH THE SEC, AT THE SOLE EXPENSE OF THE INVESTOR.
25
(F)
PROMPTLY DELIVER TO EACH INVESTOR AS MANY
COPIES OF THE PROSPECTUS OR PROSPECTUSES (INCLUDING EACH FORM OF PROSPECTUS) AND
EACH AMENDMENT OR SUPPLEMENT THERETO AS SUCH PERSONS MAY REASONABLY REQUEST AT
THE SOLE EXPENSE OF THE RESPECTIVE INVESTOR. THE COMPANY HEREBY CONSENTS TO THE
USE OF SUCH PROSPECTUS AND EACH AMENDMENT OR SUPPLEMENT THERETO BY EACH OF THE
SELLING INVESTORS IN CONNECTION WITH THE OFFERING AND SALE OF THE REGISTRABLE
SECURITIES COVERED BY SUCH PROSPECTUS AND ANY AMENDMENT OR SUPPLEMENT THERETO TO
THE EXTENT PERMITTED BY FEDERAL AND STATE SECURITIES LAWS AND REGULATIONS.
(G)
(I) IN THE TIME AND MANNER REQUIRED BY EACH
TRADING MARKET, PREPARE AND FILE WITH SUCH TRADING MARKET AN ADDITIONAL SHARES
LISTING APPLICATION COVERING ALL OF THE REGISTRABLE SECURITIES; (II) TAKE ALL
STEPS NECESSARY TO CAUSE SUCH REGISTRABLE SECURITIES TO BE APPROVED FOR LISTING
ON EACH TRADING MARKET AS SOON AS POSSIBLE THEREAFTER; (III) PROVIDE TO EACH
INVESTOR EVIDENCE OF SUCH LISTING; AND (IV) EXCEPT AS A RESULT OF THE EXCLUDED
EVENTS, DURING THE EFFECTIVENESS PERIOD, MAINTAIN THE LISTING OF SUCH
REGISTRABLE SECURITIES ON EACH SUCH TRADING MARKET OR ANOTHER ELIGIBLE MARKET.
(H)
PRIOR TO ANY PUBLIC OFFERING OF REGISTRABLE
SECURITIES, USE ITS REASONABLE BEST EFFORTS TO REGISTER OR QUALIFY OR COOPERATE
WITH THE SELLING INVESTORS IN CONNECTION WITH THE REGISTRATION OR QUALIFICATION
(OR EXEMPTION FROM