REGISTRATION STATEMENT
UNTIL THE EARLIER OF (I) SUCH TIME AS ALL OF SUCH REGISTRABLE SECURITIES HAVE
BEEN DISPOSED OF IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE
SELLER OR SELLERS THEREOF AS SET FORTH IN THE REGISTRATION STATEMENT OR (II) THE
EXPIRATION OF THE REGISTRATION PERIOD.
(C)
THE COMPANY SHALL FURNISH TO EACH INVESTOR WHOSE REGISTRABLE
SECURITIES ARE INCLUDED IN THE REGISTRATION STATEMENT AND ITS LEGAL COUNSEL (I)
PROMPTLY AFTER THE SAME IS PREPARED AND PUBLICLY DISTRIBUTED, FILED WITH THE
SEC, OR RECEIVED BY THE COMPANY, ONE COPY OF THE REGISTRATION STATEMENT AND ANY
AMENDMENT THERETO, EACH PRELIMINARY PROSPECTUS AND PROSPECTUS AND EACH AMENDMENT
OR SUPPLEMENT THERETO, AND, IN THE CASE OF THE REGISTRATION
4
STATEMENT REFERRED TO IN SECTION 2(A), EACH LETTER WRITTEN BY OR ON BEHALF OF
THE COMPANY TO THE SEC OR THE STAFF OF THE SEC (INCLUDING, WITHOUT LIMITATION,
ANY REQUEST TO ACCELERATE THE EFFECTIVENESS OF THE REGISTRATION STATEMENT OR
AMENDMENT THERETO), AND EACH ITEM OF CORRESPONDENCE FROM THE SEC OR THE STAFF OF
THE SEC, IN EACH CASE RELATING TO THE REGISTRATION STATEMENT (OTHER THAN ANY
PORTION, IF ANY, THEREOF WHICH CONTAINS INFORMATION FOR WHICH THE COMPANY HAS
SOUGHT CONFIDENTIAL TREATMENT), (II) ON THE DATE OF EFFECTIVENESS OF THE
REGISTRATION STATEMENT OR ANY AMENDMENT THERETO, A NOTICE STATING THAT THE
REGISTRATION STATEMENT OR AMENDMENT HAS BEEN DECLARED EFFECTIVE, AND (III) SUCH
NUMBER OF COPIES OF A PROSPECTUS, INCLUDING A PRELIMINARY PROSPECTUS, AND ALL
AMENDMENTS AND SUPPLEMENTS THERETO AND SUCH OTHER DOCUMENTS AS SUCH INVESTOR MAY
REASONABLY REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE REGISTRABLE
SECURITIES OWNED BY SUCH INVESTOR.
(D)
THE COMPANY SHALL USE BEST EFFORTS TO (I) REGISTER AND QUALIFY THE
REGISTRABLE SECURITIES COVERED BY THE REGISTRATION STATEMENT UNDER SUCH OTHER
SECURITIES OR "BLUE SKY" LAWS OF SUCH JURISDICTIONS IN THE UNITED STATES AS EACH
INVESTOR WHO HOLDS REGISTRABLE SECURITIES BEING OFFERED REASONABLY REQUESTS,
(II) PREPARE AND FILE IN THOSE JURISDICTIONS SUCH AMENDMENTS (INCLUDING
POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO SUCH REGISTRATIONS AND
QUALIFICATIONS AS MAY BE NECESSARY TO MAINTAIN THE EFFECTIVENESS THEREOF DURING
THE REGISTRATION PERIOD, (III) TAKE SUCH OTHER ACTIONS AS MAY BE NECESSARY TO
MAINTAIN SUCH REGISTRATIONS AND QUALIFICATIONS IN EFFECT AT ALL TIMES DURING THE
REGISTRATION PERIOD, AND (IV) TAKE ALL OTHER ACTIONS REASONABLY NECESSARY OR
ADVISABLE TO QUALIFY THE REGISTRABLE SECURITIES FOR SALE IN SUCH JURISDICTIONS;
PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED IN CONNECTION
THEREWITH OR AS A CONDITION THERETO TO (A) QUALIFY TO DO BUSINESS IN ANY
JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS
SECTION 3(D), (B) SUBJECT ITSELF TO GENERAL TAXATION IN ANY SUCH JURISDICTION,
(C) FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH JURISDICTION, (D)
PROVIDE ANY UNDERTAKINGS THAT CAUSE THE COMPANY UNDUE EXPENSE OR BURDEN, OR (E)
MAKE ANY CHANGE IN ITS CHARTER OR BYLAWS, WHICH IN EACH CASE THE BOARD OF
DIRECTORS OF THE COMPANY DETERMINES TO BE CONTRARY TO THE BEST INTERESTS OF THE
COMPANY AND ITS