ENABLE
SUCH SELLER TO CONSUMMATE THE DISPOSITION IN SUCH JURISDICTIONS OF THE
SECURITIES OWNED BY SUCH HOLDER; PROVIDED THAT THE COMPANY SHALL NOT BE REQUIRED
IN CONNECTION THEREWITH OR AS A CONDITION THERETO TO QUALIFY TO DO BUSINESS OR
TO FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH STATES OR
JURISDICTIONS.
(5)
NOTIFY EACH HOLDER OF REGISTRABLE SECURITIES AT ANY TIME WHEN A
PROSPECTUS RELATING THERETO IS REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT
OF THE HAPPENING OF ANY EVENT AS A RESULT OF WHICH THE APPLICABLE PROSPECTUS, AS
THEN IN EFFECT,
45
INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN
NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES THEN EXISTING.
(6)
GIVE WRITTEN NOTICE TO THE HOLDERS:
(I)
WHEN ANY REGISTRATION STATEMENT FILED PURSUANT TO
SECTION 4.10(A) OR ANY AMENDMENT THERETO HAS BEEN FILED WITH THE SEC (EXCEPT FOR
ANY AMENDMENT EFFECTED BY THE FILING OF A DOCUMENT WITH THE SEC PURSUANT TO THE
EXCHANGE ACT) AND WHEN SUCH REGISTRATION STATEMENT OR ANY POST-EFFECTIVE
AMENDMENT THERETO HAS BECOME EFFECTIVE;
(II)
OF ANY REQUEST BY THE SEC FOR AMENDMENTS OR SUPPLEMENTS TO ANY
REGISTRATION STATEMENT OR THE PROSPECTUS INCLUDED THEREIN OR FOR ADDITIONAL
INFORMATION;
(III)
OF THE ISSUANCE BY THE SEC OF ANY STOP ORDER SUSPENDING THE
EFFECTIVENESS OF ANY REGISTRATION STATEMENT OR THE INITIATION OF ANY PROCEEDINGS
FOR THAT PURPOSE;
(IV)
OF THE RECEIPT BY THE COMPANY OR ITS LEGAL COUNSEL OF ANY
NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION OF THE COMMON
STOCK FOR SALE IN ANY JURISDICTION OR THE INITIATION OR THREATENING OF ANY
PROCEEDING FOR SUCH PURPOSE;
(V)
OF THE HAPPENING OF ANY EVENT THAT REQUIRES THE COMPANY TO MAKE
CHANGES IN ANY EFFECTIVE REGISTRATION STATEMENT OR THE PROSPECTUS RELATED TO THE
REGISTRATION STATEMENT IN ORDER TO MAKE THE STATEMENTS THEREIN NOT MISLEADING
(WHICH NOTICE SHALL BE ACCOMPANIED BY AN INSTRUCTION TO SUSPEND THE USE OF THE
PROSPECTUS UNTIL THE REQUISITE CHANGES HAVE BEEN MADE); AND
(VI)
IF AT ANY TIME THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY
CONTAINED IN ANY UNDERWRITING AGREEMENT CONTEMPLATED BY
SECTION 4.10(C)(10) CEASE TO BE TRUE AND CORRECT.
(7)
USE ITS REASONABLE BEST EFFORTS TO PREVENT THE ISSUANCE OR OBTAIN
THE WITHDRAWAL OF ANY ORDER SUSPENDING THE EFFECTIVENESS OF ANY REGISTRATION
STATEMENT REFERRED TO IN SECTION 4.10(C)(6)(III) AT THE EARLIEST PRACTICABLE
TIME.
(8)
UPON THE OCCURRENCE OF ANY EVENT CONTEMPLATED BY
SECTION 4.10(C)(5) OR 4.10(C)(6)(V), PROMPTLY PREPARE A POST-EFFECTIVE AMENDMENT
TO SUCH REGISTRATION STATEMENT OR A SUPPLEMENT TO THE RELATED PROSPECTUS OR FILE
ANY OTHER REQUIRED DOCUMENT SO THAT, AS THEREAFTER DELIVERED TO THE HOLDERS AND
ANY UNDERWRITERS, THE PROSPECTUS WILL NOT CONTAIN AN UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING.
IF THE COMPANY NOTIFIES THE HOLDERS IN ACCORDANCE WITH
SECTION 4.10(C)(6)(V)