OFFER AND SALE
UNDER THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS WITHIN THE UNITED
STATES AS THE INVESTOR REASONABLY REQUESTS IN WRITING, TO KEEP EACH SUCH
REGISTRATION OR QUALIFICATION (OR EXEMPTION THEREFROM) EFFECTIVE DURING THE
EFFECTIVENESS PERIOD, AND TO DO ANY AND ALL OTHER ACTS OR THINGS NECESSARY OR
ADVISABLE TO ENABLE THE DISPOSITION IN SUCH JURISDICTIONS OF THE REGISTRABLE
SECURITIES COVERED BY THE REGISTRATION STATEMENT.
(I)
COOPERATE WITH THE INVESTOR TO
FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING
REGISTRABLE SECURITIES TO BE DELIVERED TO A TRANSFEREE PURSUANT TO THE
REGISTRATION STATEMENT, WHICH CERTIFICATES SHALL BE FREE, TO THE EXTENT
PERMITTED BY THIS AGREEMENT, OF ALL RESTRICTIVE LEGENDS, AND TO ENABLE SUCH
REGISTRABLE SECURITIES TO BE IN SUCH DENOMINATIONS AND REGISTERED IN SUCH NAMES
AS THE INVESTOR MAY REQUEST.
(J)
UPON THE OCCURRENCE OF ANY EVENT
DESCRIBED IN SECTION 2.5(C)(VII), AS PROMPTLY AS REASONABLY POSSIBLE, PREPARE A
SUPPLEMENT OR AMENDMENT, INCLUDING A POST-EFFECTIVE AMENDMENT, TO SUCH
REGISTRATION STATEMENT OR A SUPPLEMENT TO THE RELATED PROSPECTUS OR ANY DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE, AND FILE ANY
OTHER REQUIRED DOCUMENT SO THAT, AS THEREAFTER DELIVERED, NEITHER THE
REGISTRATION STATEMENT NOR ITS RELATED PROSPECTUS WILL CONTAIN AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(K)
COOPERATE WITH ANY DUE DILIGENCE
INVESTIGATION UNDERTAKEN BY THE INVESTOR IN CONNECTION WITH THE SALE OF
REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT, INCLUDING WITHOUT
LIMITATION BY MAKING AVAILABLE ANY DOCUMENTS AND INFORMATION AT THE FACILITIES
OF THE COMPANY DURING NORMAL BUSINESS HOURS AND UPON REASONABLE NOTICE.
(L)
IN THE EVENT OF ANY UNDERWRITTEN PUBLIC
OFFERING, ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER AN UNDERWRITING AGREEMENT
WITH THE UNDERWRITER(S), IN USUAL AND CUSTOMARY
9
FORM, INCLUDING, WITHOUT LIMITATION, BY PROVIDING CUSTOMARY LEGAL OPINIONS,
COMFORT LETTERS AND INDEMNIFICATION AND CONTRIBUTION OBLIGATIONS.
(M)
COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS
OF THE COMMISSION.
(N)
NOTWITHSTANDING THE ABOVE, THE COMPANY MAY
SUSPEND THE EFFECTIVENESS OF THE REGISTRATION STATEMENT, SUSPEND THE USE OF ANY
PROSPECTUS INCLUDED THEREIN, AND SHALL NOT BE REQUIRED TO AMEND OR SUPPLEMENT
THE REGISTRATION STATEMENT, ANY RELATED PROSPECTUS OR ANY DOCUMENT INCORPORATED
THEREIN BY REFERENCE FOR A PERIOD OF TIME NOT TO EXCEED 60 CONSECUTIVE DAYS AND
IN NO EVENT TO EXCEED MORE THAN AN AGGREGATE OF 90 DAYS DURING ANY ROLLING
12-MONTH PERIOD (THE "PENDING EVENT SUSPENSION PERIOD"), IF (I) AN EVENT OR
CIRCUMSTANCE OCCURS AND IS CONTINUING THAT HAS NOT BEEN PUBLICLY DISCLOSED AND,
IF NOT DISCLOSED IN THE REGISTRATION STATEMENT, ANY RELATED PROSPECTUS OR ANY
DOCUMENT INCORPORATED THEREIN BY REFERENCE AS THEN AMENDED OR SUPPLEMENTED,
WOULD, IN THE COMPANY'S GOOD-FAITH JUDGMENT, AFTER CONSULTATION WITH ITS OUTSIDE
SECURITIES COUNSEL, RESULT IN THE REGISTRATION STATEMENT, ANY RELATED PROSPECTUS
OR ANY SUCH DOCUMENT CONTAINING AN UNTRUE STATEMENT OF A MATERIAL FACT OR
OMITTING TO STATE A MATERIAL FACT