BE OBLIGATED TO FILE ANY GENERAL CONSENT TO SERVICE
OF PROCESS OR TO QUALIFY AS A FOREIGN CORPORATION OR AS A DEALER IN SECURITIES
IN ANY JURISDICTION IN WHICH IT IS NOT SO QUALIFIED OR TO SUBJECT ITSELF TO
TAXATION IN RESPECT OF DOING BUSINESS IN ANY JURISDICTION IN WHICH IT IS NOT
OTHERWISE SUBJECT.
(I)
COOPERATE WITH THE PURCHASERS TO FACILITATE THE TIMELY
PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING REGISTRABLE SECURITIES TO
BE DELIVERED TO A TRANSFEREE PURSUANT TO A 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 ANY SUCH PURCHASERS MAY REQUEST AT
LEAST TWO BUSINESS DAYS PRIOR TO ANY SALE OF THE REGISTRABLE SECURITIES.
IN
CONNECTION THEREWITH, THE COMPANY SHALL PROMPTLY AFTER EFFECTIVENESS OF THE
REGISTRATION STATEMENT CAUSE AN OPINION OF COUNSEL TO BE DELIVERED TO AN
MAINTAINED WITH ITS TRANSFER AGENT, TOGETHER WITH ANY OTHER AUTHORIZATIONS,
CERTIFICATES AND DIRECTIONS REQUIRED BY THE TRANSFER AGENT, WHICH AUTHORIZE AND
DIRECT THE TRANSFER AGENT TO ISSUE SUCH REGISTRABLE SECURITIES WITHOUT LEGEND
UPON SALE BY THE PURCHASER UNDER THE REGISTRATION STATEMENT.
26
(J)
UPON THE OCCURRENCE OF ANY EVENT DESCRIBED IN SECTION
6.2(C)(VII), AS PROMPTLY AS REASONABLY POSSIBLE, PREPARE A SUPPLEMENT OR
AMENDMENT, INCLUDING A POST-EFFECTIVE AMENDMENT, TO THE 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 SUCH
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 THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
(K)
COOPERATE WITH ANY DUE DILIGENCE INVESTIGATION UNDERTAKEN BY THE
PURCHASERS IN CONNECTION WITH THE SALE OF REGISTRABLE SECURITIES, INCLUDING
WITHOUT LIMITATION BY MAKING AVAILABLE ANY DOCUMENTS AND INFORMATION REASONABLY
REQUESTED BY THE PURCHASERS; PROVIDED THAT THE COMPANY WILL NOT DELIVER OR MAKE
AVAILABLE TO ANY PURCHASER MATERIAL, NONPUBLIC INFORMATION UNLESS SUCH PURCHASER
SPECIFICALLY REQUESTS IN ADVANCE TO RECEIVE MATERIAL, NONPUBLIC INFORMATION IN
WRITING.
(L)
IF THE HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES BEING
OFFERED PURSUANT TO A REGISTRATION STATEMENT SELECT UNDERWRITERS FOR THE
OFFERING, THE COMPANY SHALL ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER AN
UNDERWRITING AGREEMENT, IN USUAL AND CUSTOMARY FORM, INCLUDING, WITHOUT
LIMITATION, BY PROVIDING CUSTOMARY LEGAL OPINIONS, COMFORT LETTERS AND
INDEMNIFICATION AND CONTRIBUTION OBLIGATIONS.
(M)
COMPLY IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE RULES AND
REGULATIONS OF THE COMMISSION.
(N)
REQUEST EACH PURCHASER TO FURNISH THE COMPANY INFORMATION
REGARDING SUCH PURCHASER AND THE DISTRIBUTION OF SUCH REGISTRABLE SECURITIES AS
IS REQUIRED BY LAW OR THE COMMISSION TO BE DISCLOSED IN THE REGISTRATION
STATEMENT.
6.3
REGISTRATION EXPENSES.
THE COMPANY SHALL PAY (OR REIMBURSE THE
PURCHASERS FOR) ALL FEES AND EXPENSES INCIDENT TO THE PERFORMANCE OF OR
COMPLIANCE WITH