UNDER WHICH THEY WERE MADE (WITH RESPECT TO THE PROSPECTUS), NOT MISLEADING; AND
WHEN FILED WITH THE COMMISSION, THE DOCUMENTS INCORPORATED BY REFERENCE IN THE
REGISTRATION STATEMENT AND THE PROSPECTUS, TAKEN AS A WHOLE, WILL COMPLY IN ALL
MATERIAL RESPECTS WITH THE APPLICABLE PROVISIONS OF THE 1934 ACT AND THE
APPLICABLE RULES AND REGULATIONS OF THE COMMISSION THEREUNDER.
THERE WILL BE NO
MATERIAL DOCUMENT OF A CHARACTER REQUIRED TO BE DESCRIBED IN THE REGISTRATION
STATEMENT OR THE PROSPECTUS OR TO BE FILED AS AN EXHIBIT TO THE REGISTRATION
STATEMENT THAT IS NOT DESCRIBED OR FILED AS REQUIRED.
(B)
THE COMPANY WILL INCLUDE IN SUCH REGISTRATION STATEMENT (I) THE
INFORMATION REQUIRED UNDER THE 1933 ACT TO BE SO INCLUDED CONCERNING THE
PURCHASERS, AS PROVIDED BY THE PURCHASERS ON THE COMPANY IN WRITING, INCLUDING
ANY CHANGES IN SUCH INFORMATION THAT MAY BE PROVIDED BY THE PURCHASERS IN
WRITING TO THE COMPANY FROM TIME TO TIME, AND (II) A SECTION ENTITLED "PLAN OF
DISTRIBUTION," WHICH, AT A MINIMUM, STATES THAT THE SELLING STOCKHOLDERS MAY
TRANSFER THE SHARES OF COMMON STOCK IN VARIOUS CIRCUMSTANCES.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE REGISTRATION
STATEMENT SHALL COVER ONLY THE SECURITIES. IN NO EVENT AT ANY TIME BEFORE THE
REGISTRATION STATEMENT BECOMES EFFECTIVE WITH RESPECT TO THE SECURITIES SHALL
THE COMPANY PUBLICLY ANNOUNCE OR FILE ANY OTHER REGISTRATION STATEMENT, OTHER
THAN REGISTRATIONS ON FORM S-8, WITHOUT THE PRIOR WRITTEN CONSENT OF A MAJORITY
IN INTEREST OF THE PURCHASERS.
(D)
THE COMPANY UNDERSTANDS THAT EACH PURCHASER DISCLAIMS BEING AN
UNDERWRITER, BUT ANY PURCHASER BEING DEEMED AN UNDERWRITER BY THE COMMISSION
SHALL NOT RELIEVE THE COMPANY OF ANY OBLIGATIONS IT HAS HEREUNDER; PROVIDED,
HOWEVER THAT IF THE COMPANY RECEIVES NOTIFICATION FROM THE COMMISSION THAT AN
PURCHASER IS DEEMED AN UNDERWRITER, THEN THE PERIOD BY WHICH THE COMPANY IS
OBLIGATED TO SUBMIT AN ACCELERATION REQUEST TO THE COMMISSION SHALL BE EXTENDED
TO THE EARLIER OF (I) THE 90TH DAY AFTER SUCH COMMISSION NOTIFICATION, OR
(II) 120 DAYS AFTER THE INITIAL FILING OF THE REGISTRATION STATEMENT WITH THE
COMMISSION.
13
(E)
WITHIN FIVE BUSINESS DAYS OF THE EFFECTIVENESS DATE OF THE
REGISTRATION STATEMENT, THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO CAUSE ITS COUNSEL TO ISSUE AN APPROPRIATE OPINION OR OPINIONS TO THE
TRANSFER AGENT SUBSTANTIALLY TO THE EFFECT THAT THE SHARES ARE SUBJECT TO AN
EFFECTIVE REGISTRATION STATEMENT AND CAN BE REISSUED FREE OF RESTRICTIVE LEGEND
UPON NOTICE OF A SALE BY A PURCHASER AND CONFIRMATION BY SUCH PURCHASER THAT IT
HAS COMPLIED WITH THE PROSPECTUS DELIVERY REQUIREMENTS, PROVIDED THAT THE
COMPANY HAS NOT ADVISED THE TRANSFER AGENT ORALLY OR IN WRITING THAT THE OPINION
HAS BEEN WITHDRAWN.
9.1
Reserved.
9.2
REGISTRATION PROCEDURES.
THE COMPANY WILL, AS EXPEDITIOUSLY AS
POSSIBLE:
(A)
AFTER THE EFFECTIVE DATE, USE ITS BEST EFFORTS TO PREPARE AND FILE
WITH THE COMMISSION SUCH AMENDMENTS AND SUPPLEMENTS TO THE REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH (THE "PROSPECTUS") AS
MAY BE NECESSARY TO KEEP THE REGISTRATION STATEMENT CURRENT, EFFECTIVE AND FREE
FROM