by the provisions of this Agreement to
effect the registration of any of its securities under the Securities Act, the
Company will, as expeditiously as possible:
(I)
PREPARE AND FILE WITH THE COMMISSION A
REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES AND USE ITS REASONABLE
BEST EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME AND REMAIN
EFFECTIVE; PROVIDED, HOWEVER, THAT NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, THE COMPANY SHALL NOT IN ANY EVENT BE REQUIRED TO USE ITS REASONABLE
BEST EFFORTS TO MAINTAIN THE EFFECTIVENESS OF ANY SUCH REGISTRATION STATEMENT
FOR A PERIOD IN EXCESS OF NINE (9) MONTHS;
(II)
PREPARE AND FILE WITH THE COMMISSION SUCH
AMENDMENTS AND SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AND THE PROSPECTUS
USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION
STATEMENT EFFECTIVE AND TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH
RESPECT TO THE SALE OR OTHER DISPOSITION OF ALL SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT WHENEVER THE SELLER OR SELLERS OF SUCH SECURITIES SHALL
DESIRE TO SELL OR OTHERWISE DISPOSE OF THE SAME, BUT ONLY TO THE EXTENT PROVIDED
IN THIS AGREEMENT;
(III)
FURNISH TO EACH SELLER AND THE UNDERWRITERS,
IF ANY, SUCH NUMBER OF COPIES OF SUCH REGISTRATION STATEMENT, AND ANY AMENDMENT
THERETO, ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN, THE PROSPECTUS,
INCLUDING A PRELIMINARY PROSPECTUS, IN CONFORMITY WITH THE REQUIREMENTS OF THE
SECURITIES ACT, AND SUCH OTHER DOCUMENTS AS SUCH SELLER OR ANY UNDERWRITER MAY
REASONABLY REQUEST IN ORDER TO FACILITATE THE PUBLIC SALE OR OTHER DISPOSITION
OF THE SECURITIES OWNED BY SUCH SELLER;
6
(IV)
USE REASONABLE BEST EFFORTS TO REGISTER OR
QUALIFY THE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER
SECURITIES OR STATE BLUE SKY LAWS OF SUCH JURISDICTIONS AS EACH SELLER SHALL
REASONABLY REQUEST, AND DO ANY AND ALL OTHER ACTS AND THINGS WHICH MAY BE
NECESSARY UNDER SUCH SECURITIES OR BLUE SKY LAWS TO ENABLE SUCH SELLER TO
CONSUMMATE THE PUBLIC SALE OR OTHER DISPOSITION IN SUCH JURISDICTIONS OF THE
SECURITIES OWNED BY SUCH SELLER, EXCEPT THAT THE COMPANY SHALL NOT FOR ANY SUCH
PURPOSE BE REQUIRED TO QUALIFY TO DO BUSINESS AS A FOREIGN CORPORATION IN ANY
JURISDICTION WHEREIN IT IS NOT SO QUALIFIED;
(V)
WITHIN A REASONABLE TIME BEFORE EACH FILING
OF THE REGISTRATION STATEMENT OR PROSPECTUS OR AMENDMENTS OR SUPPLEMENTS
THERETO, FURNISH TO THE COUNSEL SELECTED BY THE HOLDERS OF A MAJORITY OF THE
REGISTRABLE SECURITIES INITIATING SUCH REGISTRATION COPIES OF SUCH DOCUMENTS
PROPOSED TO BE FILED WHICH SHALL BE SUBJECT TO THE REASONABLE APPROVAL OF EACH
SUCH COUNSEL;
(VI)
USE ITS REASONABLE EFFORTS TO FURNISH TO EACH
PROSPECTIVE SELLER A SIGNED COUNTERPART, ADDRESSED TO THE PROSPECTIVE SELLER, OF
(A) AN OPINION OF COUNSEL FOR THE COMPANY, DATED THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT, AND (B) A "COMFORT" LETTER SIGNED BY THE INDEPENDENT
PUBLIC ACCOUNTANTS WHO HAVE CERTIFIED THE COMPANY'S FINANCIAL STATEMENTS
INCLUDED IN THE REGISTRATION STATEMENT, COVERING SUBSTANTIALLY THE SAME MATTERS
WITH RESPECT TO THE REGISTRATION STATEMENT (AND THE PROSPECTUS INCLUDED THEREIN)
AND (IN