REGISTRABLE SECURITIES IN ACCORDANCE
WITH THE INTENDED METHOD OR METHODS OF DISTRIBUTION BY THE SELLING HOLDERS
THEREOF, AND (Z) SHALL COMPLY AS TO FORM WITH THE REQUIREMENTS OF THE APPLICABLE
FORM AND INCLUDE ALL FINANCIAL STATEMENTS REQUIRED BY THE SEC TO BE FILED
THEREWITH AND ALL OTHER INFORMATION REASONABLY REQUESTED BY THE LEAD MANAGING
UNDERWRITER OR SOLE UNDERWRITER, IF APPLICABLE, TO BE INCLUDED THEREIN, (II) USE
ALL REASONABLE EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE
AND REMAIN EFFECTIVE IN ACCORDANCE WITH SECTION 2, (III) USE ALL REASONABLE
EFFORTS TO NOT TAKE ANY ACTION THAT WOULD CAUSE A REGISTRATION STATEMENT TO
CONTAIN A MATERIAL MISSTATEMENT OR OMISSION OR TO BE NOT EFFECTIVE AND USABLE
FOR RESALE OF REGISTRABLE SECURITIES DURING THE PERIOD THAT SUCH REGISTRATION
STATEMENT IS REQUIRED TO BE EFFECTIVE AND USABLE, AND (IV) CAUSE EACH
REGISTRATION STATEMENT AND THE RELATED PROSPECTUS AND ANY AMENDMENT OR
SUPPLEMENT THERETO, AS OF THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT,
AMENDMENT OR SUPPLEMENT (X) TO COMPLY IN ALL MATERIAL RESPECTS WITH ANY
REQUIREMENTS OF THE SECURITIES ACT AND THE RULES AND REGULATIONS OF THE SEC AND
(Y) NOT TO CONTAIN ANY 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 NOT MISLEADING;
(B)
SUBJECT TO PARAGRAPH (J) OF THIS SECTION 4, PREPARE AND FILE WITH THE SEC
SUCH AMENDMENTS AND POST-EFFECTIVE AMENDMENTS TO EACH SUCH REGISTRATION
STATEMENT, AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE FOR
THE APPLICABLE PERIOD; CAUSE EACH SUCH PROSPECTUS TO BE SUPPLEMENTED BY ANY
REQUIRED PROSPECTUS SUPPLEMENT, AND AS SO
10
supplemented to be filed pursuant to Rule 424 under the Securities Act (or any
similar rule then in force); and comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by each
Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the selling Holders thereof, as
set forth in such registration statement;
(C)
FURNISH TO EACH HOLDER OF REGISTRABLE SECURITIES AND TO EACH UNDERWRITER OF
AN UNDERWRITTEN OFFERING OF REGISTRABLE SECURITIES, IF ANY, WITHOUT CHARGE, AS
MANY COPIES OF EACH PROSPECTUS, INCLUDING EACH PRELIMINARY PROSPECTUS, AND ANY
AMENDMENT OR SUPPLEMENT THERETO AND SUCH OTHER DOCUMENTS AS SUCH HOLDER OR
UNDERWRITER MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE PUBLIC SALE OR
OTHER DISPOSITION OF THE REGISTRABLE SECURITIES; THE COMPANY HEREBY CONSENTS TO
THE USE OF THE PROSPECTUS, INCLUDING EACH PRELIMINARY PROSPECTUS, BY EACH HOLDER
OF REGISTRABLE SECURITIES AND EACH UNDERWRITER OF AN UNDERWRITTEN OFFERING OF
REGISTRABLE SECURITIES, IF ANY, IN CONNECTION WITH THE OFFERING AND SALE OF THE
REGISTRABLE SECURITIES COVERED BY THE PROSPECTUS OR THE PRELIMINARY PROSPECTUS;
(D)
(I)
USE ALL REASONABLE EFFORTS TO REGISTER OR QUALIFY THE REGISTRABLE
SECURITIES, NO LATER THAN THE TIME THE APPLICABLE REGISTRATION STATEMENT IS
DECLARED EFFECTIVE BY THE SEC, UNDER ALL APPLICABLE STATE SECURITIES OR "BLUE
SKY" LAWS OF SUCH JURISDICTIONS AS EACH UNDERWRITER, IF