DECLARED EFFECTIVE BY THE SEC OR BECOMES
AUTOMATICALLY EFFECTIVE IN ACCORDANCE WITH THE RULES AND REGULATIONS OF THE SEC,
TO COOPERATE WITH SUCH HOLDERS IN CONNECTION WITH ANY FILINGS REQUIRED TO BE
MADE WITH THE NEW YORK STOCK EXCHANGE AND FINRA AND DO ANY AND ALL OTHER ACTS
AND THINGS WHICH MAY BE REASONABLY NECESSARY OR ADVISABLE TO ENABLE SUCH HOLDER
TO CONSUMMATE THE DISPOSITION IN EACH SUCH JURISDICTION OF SUCH REGISTRABLE
SECURITIES OWNED BY SUCH HOLDER; PROVIDED, HOWEVER, THAT THE ISSUER SHALL NOT BE
REQUIRED TO (I) QUALIFY AS A FOREIGN CORPORATION OR AS A DEALER IN SECURITIES
12
IN ANY JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR
THIS SECTION 3(D), (II) FILE ANY GENERAL CONSENT TO SERVICE OF PROCESS OR
(III) SUBJECT ITSELF TO TAXATION IN ANY SUCH JURISDICTION IF IT IS NOT SO
SUBJECT;
(E)
IN THE CASE OF A SHELF REGISTRATION, NOTIFY EACH HOLDER OF
REGISTRABLE SECURITIES AND COUNSEL FOR THE HOLDERS PROMPTLY AND, IF REQUESTED BY
ANY SUCH HOLDER OR COUNSEL, CONFIRM SUCH ADVICE IN WRITING (I) WHEN A
REGISTRATION STATEMENT HAS BECOME EFFECTIVE AND WHEN ANY POST-EFFECTIVE
AMENDMENT THERETO HAS BEEN FILED AND BECOMES EFFECTIVE, (II) OF ANY REQUEST BY
THE SEC OR ANY STATE SECURITIES AUTHORITY FOR AMENDMENTS AND SUPPLEMENTS TO A
REGISTRATION STATEMENT AND PROSPECTUS OR FOR ADDITIONAL INFORMATION AFTER THE
REGISTRATION STATEMENT HAS BECOME EFFECTIVE, (III) OF THE ISSUANCE BY THE SEC OR
ANY STATE SECURITIES AUTHORITY OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF
A REGISTRATION STATEMENT OR THE INITIATION OF ANY PROCEEDINGS FOR THAT PURPOSE,
(IV) IF, BETWEEN THE EFFECTIVE DATE OF A REGISTRATION STATEMENT AND THE CLOSING
OF ANY SALE OF REGISTRABLE SECURITIES COVERED THEREBY, THE REPRESENTATIONS AND
WARRANTIES OF THE ISSUER CONTAINED IN ANY UNDERWRITING AGREEMENT, SECURITIES
SALES AGREEMENT OR OTHER SIMILAR AGREEMENT, IF ANY, RELATING TO THE OFFERING
CEASE TO BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS OR IF THE ISSUER RECEIVES
ANY NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION OF THE
REGISTRABLE SECURITIES FOR SALE IN ANY JURISDICTION OR THE INITIATION OF ANY
PROCEEDING FOR SUCH PURPOSE, (V) OF THE HAPPENING OF ANY EVENT DURING THE PERIOD
A SHELF REGISTRATION STATEMENT IS EFFECTIVE WHICH MAKES ANY STATEMENT MADE IN
SUCH REGISTRATION STATEMENT OR THE RELATED PROSPECTUS UNTRUE IN ANY MATERIAL
RESPECT OR WHICH REQUIRES THE MAKING OF ANY CHANGES IN SUCH REGISTRATION
STATEMENT OR PROSPECTUS IN ORDER TO MAKE THE STATEMENTS THEREIN NOT MISLEADING
AND (VI) OF ANY DETERMINATION BY THE ISSUER THAT A POST-EFFECTIVE AMENDMENT TO A
REGISTRATION STATEMENT
(OTHER THAN AN AMENDMENT THAT DOES NOTHING MORE
SUBSTANTIVE THAN ADD ONE OR MORE HOLDERS TO THE "SELLING SECURITYHOLDERS" TABLE
OF SUCH REGISTRATION STATEMENT OR TO UPDATE ANY INFORMATION SET FORTH IN SUCH
TABLE) WOULD BE APPROPRIATE EXCEPT, IN THE CASE OF CLAUSES (IV), (V) AND (VI),
WITH RESPECT TO ANY EVENT, DEVELOPMENT OR TRANSACTION PERMITTED TO BE KEPT
CONFIDENTIAL UNDER SECTION 2(G) HEREOF, THE ISSUER SHALL NOT BE REQUIRED TO
DESCRIBE SUCH EVENT, DEVELOPMENT OR