PROSPECTUS FORMING PART
THEREOF TO BE USABLE BY HOLDERS FOR A PERIOD OF TWO YEARS FROM THE DATE THE
SHELF REGISTRATION STATEMENT IS DECLARED EFFECTIVE BY THE SEC, OR FOR SUCH
SHORTER PERIOD THAT WILL TERMINATE WHEN ALL REGISTRABLE SECURITIES COVERED BY
THE SHELF REGISTRATION STATEMENT HAVE BEEN SOLD PURSUANT TO THE SHELF
REGISTRATION STATEMENT OR CEASE TO BE OUTSTANDING OR OTHERWISE TO BE REGISTRABLE
SECURITIES (THE "EFFECTIVENESS PERIOD").
(C)
NOTWITHSTANDING ANY OTHER PROVISIONS HEREOF, USE COMMERCIALLY
REASONABLE EFFORTS TO ENSURE THAT (I) ANY SHELF REGISTRATION STATEMENT AND ANY
AMENDMENT THERETO, AT THE TIME EACH SUCH REGISTRATION STATEMENT OR AMENDMENT
THERETO BECOMES EFFECTIVE, AND ANY PROSPECTUS, AS OF THE DATE THEREOF, FORMING
PART THEREOF AND ANY SUPPLEMENT THERETO COMPLIES IN ALL MATERIAL RESPECTS WITH
THE 1933 ACT AND THE RULES AND REGULATIONS THEREUNDER, (II) ANY SHELF
REGISTRATION STATEMENT AND ANY AMENDMENT THERETO DOES NOT, WHEN IT BECOMES
EFFECTIVE, CONTAIN AN 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 AND (III) ANY PROSPECTUS FORMING PART OF ANY SHELF
REGISTRATION STATEMENT, AND ANY SUPPLEMENT TO SUCH PROSPECTUS (AS AMENDED OR
SUPPLEMENTED FROM TIME TO TIME) (EACH AS OF THE DATE THEREOF), DOES NOT INCLUDE
AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING; PROVIDED, THAT CLAUSES (II) AND (III) OF
THIS PARAGRAPH SHALL NOT APPLY TO ANY INFORMATION PROVIDED BY THE DEALER
MANAGERS OR ANY HOLDER.
The Company further agrees, if necessary, to supplement or amend the Shelf
Registration Statement, as required by Section 3(b) below, and to furnish to the
Holders of Registrable Securities copies of any such supplement or amendment
promptly after its being used or filed with the SEC (other than with respect to
any such supplement or amendment resulting solely from the incorporation by
reference of any report filed under the 1934 Act).
In the event that the
Exchange Offer is consummated within 270 days after the Closing Date, the
Company shall have no obligation to file a Shelf Registration Statement pursuant
to Section 2.2(ii).
2.3
Expenses.
The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2.1 or 2.2.
Each Holder
shall pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Securities
pursuant to the Shelf Registration Statement.
7
2.4
Effectiveness. An Exchange Offer Registration Statement pursuant
to Section 2.1 hereof or a Shelf Registration Statement pursuant to Section 2.2
hereof will not be deemed to have become effective unless it has been declared
effective by the SEC or has otherwise become effective; provided, however, that
if, after it has been declared effective or has otherwise become effective, the
offering of Registrable Securities pursuant to an Exchange Offer Registration
Statement or a Shelf Registration Statement is