PROSPECTUS INCLUDED THEREIN AS MAY BE NECESSARY TO EFFECT AND
MAINTAIN THE EFFECTIVENESS OF SUCH SHELF REGISTRATION STATEMENT FOR THE PERIOD
SPECIFIED IN SECTION 2(D) HEREOF AND AS MAY BE REQUIRED BY THE APPLICABLE
RULES AND REGULATIONS OF THE COMMISSION AND THE INSTRUCTIONS APPLICABLE TO THE
FORM OF SUCH SHELF REGISTRATION STATEMENT, AND FURNISH TO THE ELECTING HOLDERS
COPIES OF ANY SUCH SUPPLEMENT OR AMENDMENT SIMULTANEOUSLY WITH OR PRIOR TO ITS
BEING USED OR FILED WITH THE COMMISSION;
(V)
COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO THE
DISPOSITION OF ALL OF THE REGISTRABLE SECURITIES COVERED BY SUCH SHELF
REGISTRATION STATEMENT IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY
THE ELECTING HOLDERS PROVIDED FOR IN SUCH SHELF REGISTRATION STATEMENT;
(VI)
PROVIDE (A) THE ELECTING HOLDERS, (B) THE UNDERWRITERS (WHICH TERM,
FOR PURPOSES OF THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, SHALL INCLUDE A
PERSON DEEMED TO BE AN UNDERWRITER WITHIN THE MEANING OF SECTION 2(A)(11) OF THE
SECURITIES ACT), IF ANY, THEREOF, (C) ANY SALES OR PLACEMENT AGENT, IF ANY,
THEREFOR, (D) COUNSEL FOR ANY SUCH UNDERWRITER OR AGENT AND (E) NOT MORE THAN
ONE COUNSEL FOR ALL THE ELECTING HOLDERS A COPY OF SUCH SHELF REGISTRATION
STATEMENT, EACH PROSPECTUS INCLUDED THEREIN OR FILED WITH THE COMMISSION AND
EACH AMENDMENT OR SUPPLEMENT THERETO;
(VII)
FOR A REASONABLE PERIOD PRIOR TO THE FILING OF SUCH SHELF
REGISTRATION STATEMENT, AND THROUGHOUT THE PERIOD SPECIFIED IN SECTION 2(D) MAKE
AVAILABLE AT REASONABLE TIMES AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS OR
SUCH OTHER REASONABLE PLACE FOR INSPECTION BY THE PERSONS REFERRED TO IN
SECTION 3(D)(VI) ABOVE WHO SHALL CERTIFY TO THE COMPANY THAT THEY HAVE A CURRENT
INTENTION TO SELL THE REGISTRABLE SECURITIES PURSUANT TO THE SHELF REGISTRATION
SUCH FINANCIAL AND
13
OTHER INFORMATION AND BOOKS AND RECORDS OF THE COMPANY, AND CAUSE THE OFFICERS,
EMPLOYEES, COUNSEL AND INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY
TO RESPOND TO SUCH INQUIRIES, AS SHALL BE REASONABLY NECESSARY, IN THE
REASONABLE JUDGMENT OF THE RESPECTIVE COUNSEL REFERRED TO IN SUCH SECTION, TO
CONDUCT A REASONABLE INVESTIGATION WITHIN THE MEANING OF SECTION 11 OF THE
SECURITIES ACT; PROVIDED, HOWEVER, THAT EACH SUCH PARTY SHALL BE REQUIRED TO
MAINTAIN IN CONFIDENCE AND NOT TO DISCLOSE TO ANY OTHER PERSON ANY INFORMATION
OR RECORDS REASONABLY DESIGNATED BY THE COMPANY AS BEING CONFIDENTIAL, UNTIL
SUCH TIME AS (A) SUCH INFORMATION BECOMES A MATTER OF PUBLIC RECORD (WHETHER BY
VIRTUE OF ITS INCLUSION IN SUCH REGISTRATION STATEMENT OR OTHERWISE), OR
(B) SUCH PERSON SHALL BE REQUIRED SO TO DISCLOSE SUCH INFORMATION PURSUANT TO A
SUBPOENA OR ORDER OF ANY COURT OR OTHER GOVERNMENTAL AGENCY OR BODY HAVING
JURISDICTION OVER THE MATTER (SUBJECT TO THE REQUIREMENTS OF SUCH ORDER, AND
ONLY AFTER SUCH PERSON SHALL HAVE GIVEN THE COMPANY PROMPT PRIOR WRITTEN NOTICE
OF SUCH REQUIREMENT), OR (C) SUCH INFORMATION IS SET FORTH IN SUCH SHELF
REGISTRATION STATEMENT OR THE PROSPECTUS INCLUDED THEREIN OR IN AN AMENDMENT TO
SUCH SHELF REGISTRATION STATEMENT OR AN AMENDMENT OR SUPPLEMENT TO