BE NECESSARY IN ORDER TO CAUSE SUCH
REGISTRATION STATEMENT TO BECOME EFFECTIVE, (B) IF APPLICABLE, A POST-EFFECTIVE
AMENDMENT TO SUCH REGISTRATION STATEMENT PURSUANT TO RULE 430A UNDER THE
SECURITIES ACT AND (C) CAUSE ALL NECESSARY FILINGS IN CONNECTION WITH THE
REGISTRATION AND QUALIFICATION OF THE EXCHANGE SECURITIES TO BE MADE UNDER THE
STATE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS ARE NECESSARY TO
PERMIT CONSUMMATION OF THE EXCHANGE OFFER, AND (IV) UPON THE EFFECTIVENESS OF
SUCH REGISTRATION STATEMENT, COMMENCE THE EXCHANGE OFFER. THE EXCHANGE OFFER
SHALL BE ON THE APPROPRIATE FORM PERMITTING REGISTRATION OF THE EXCHANGE
SECURITIES TO BE OFFERED IN EXCHANGE FOR THE TRANSFER RESTRICTED SECURITIES AND
TO PERMIT RESALES OF INITIAL SECURITIES HELD BY BROKER-DEALERS AS CONTEMPLATED
BY SECTION 3(C) HEREOF.
(B)
THE COMPANY AND THE GUARANTORS SHALL USE THEIR COMMERCIALLY
REASONABLE EFFORTS TO CAUSE THE EXCHANGE OFFER REGISTRATION STATEMENT TO BE
EFFECTIVE CONTINUOUSLY AND SHALL KEEP THE EXCHANGE OFFER OPEN FOR A PERIOD OF
NOT LESS THAN THE MINIMUM PERIOD REQUIRED UNDER APPLICABLE FEDERAL AND STATE
SECURITIES LAWS TO CONSUMMATE THE EXCHANGE OFFER; PROVIDED, HOWEVER, THAT IN NO
EVENT SHALL SUCH PERIOD BE LESS THAN 30 DAYS AFTER THE DATE NOTICE OF THE
EXCHANGE OFFER IS MAILED TO THE HOLDERS. THE COMPANY SHALL CAUSE THE EXCHANGE
OFFER TO COMPLY WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. NO
SECURITIES OTHER THAN THE EXCHANGE SECURITIES SHALL BE INCLUDED IN THE EXCHANGE
OFFER REGISTRATION STATEMENT. THE COMPANY SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO CAUSE THE EXCHANGE OFFER TO BE CONSUMMATED ON THE EARLIEST
PRACTICABLE DATE AFTER THE EXCHANGE OFFER REGISTRATION STATEMENT HAS BECOME
EFFECTIVE, BUT IN NO EVENT LATER THAN 30 DAYS AFTER THE EFFECTIVENESS TARGET
DATE (OR IF SUCH 30TH DAY IS NOT A BUSINESS DAY, THE NEXT SUCCEEDING BUSINESS
DAY).
4
(C)
THE COMPANY SHALL INDICATE IN A "PLAN OF DISTRIBUTION" SECTION
CONTAINED IN THE PROSPECTUS FORMING A PART OF THE EXCHANGE OFFER REGISTRATION
STATEMENT THAT ANY BROKER-DEALER WHO HOLDS INITIAL SECURITIES THAT ARE TRANSFER
RESTRICTED SECURITIES AND THAT WERE ACQUIRED FOR ITS OWN ACCOUNT AS A RESULT OF
MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES (OTHER THAN TRANSFER
RESTRICTED SECURITIES ACQUIRED DIRECTLY FROM THE COMPANY), MAY EXCHANGE SUCH
INITIAL SECURITIES PURSUANT TO THE EXCHANGE OFFER; HOWEVER, SUCH BROKER-DEALER
MAY BE DEEMED TO BE AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT
AND MUST, THEREFORE, DELIVER A PROSPECTUS MEETING THE REQUIREMENTS OF THE
SECURITIES ACT IN CONNECTION WITH ANY RESALES OF THE EXCHANGE SECURITIES
RECEIVED BY SUCH BROKER-DEALER IN THE EXCHANGE OFFER, WHICH PROSPECTUS DELIVERY
REQUIREMENT MAY BE SATISFIED BY THE DELIVERY BY SUCH BROKER-DEALER OF THE
PROSPECTUS CONTAINED IN THE EXCHANGE OFFER REGISTRATION STATEMENT. SUCH "PLAN OF
DISTRIBUTION" SECTION SHALL ALSO CONTAIN ALL OTHER INFORMATION WITH RESPECT TO
SUCH RESALES BY BROKER-DEALERS THAT THE COMMISSION MAY REQUIRE IN ORDER TO
PERMIT SUCH RESALES PURSUANT THERETO, BUT SUCH "PLAN OF DISTRIBUTION" SHALL NOT
NAME ANY SUCH BROKER-DEALER OR DISCLOSE THE AMOUNT OF INITIAL SECURITIES HELD BY
ANY SUCH BROKER-DEALER EXCEPT TO THE EXTENT REQUIRED