LAWS OF ANY
JURISDICTION, THE COMPANY SHALL (I) PROVIDE ONE DULY APPOINTED REPRESENTATIVE OF
THE SELLING HOLDERS WITH AN ADEQUATE AND APPROPRIATE OPPORTUNITY TO PARTICIPATE
IN THE PREPARATION OF SUCH REGISTRATION STATEMENT AND EACH PROSPECTUS INCLUDED
THEREIN (AND EACH AMENDMENT OR SUPPLEMENT THERETO OR COMPARABLE STATEMENT) TO BE
FILED WITH THE COMMISSION AND (II) NOT FILE ANY SUCH REGISTRATION STATEMENT OR
PROSPECTUS (OR AMENDMENT OR SUPPLEMENT THERETO
4
OR COMPARABLE STATEMENT) WITH THE COMMISSION TO WHICH ONE DULY APPOINTED COUNSEL
TO THE SELLING HOLDERS OR ANY UNDERWRITER SHALL HAVE REASONABLY OBJECTED ON THE
GROUNDS THAT SUCH FILING DOES NOT COMPLY IN ALL MATERIAL RESPECTS WITH THE
REQUIREMENTS OF THE ACT OR OF THE RULES OR REGULATIONS THEREUNDER;
(B)
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND SUPPLEMENTS TO
SUCH REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS
MAY BE NECESSARY (I) TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE AND (II) TO
COMPLY WITH THE PROVISIONS OF THE ACT WITH RESPECT TO THE DISPOSITION OF THE
REDEMPTION SHARES COVERED BY SUCH REGISTRATION STATEMENT, IN EACH CASE UNTIL
SUCH TIME AS ALL OF SUCH REDEMPTION SHARES HAVE BEEN DISPOSED OF IN ACCORDANCE
WITH THE INTENDED METHODS OF DISPOSITION BY THE SELLER(S) THEREOF SET FORTH IN
SUCH REGISTRATION STATEMENT; PROVIDED, THAT EXCEPT WITH RESPECT TO ANY SHELF
REGISTRATION, SUCH PERIOD NEED NOT EXTEND BEYOND NINE MONTHS AFTER THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT; AND PROVIDED FURTHER, THAT WITH RESPECT TO
ANY SHELF REGISTRATION, SUCH PERIOD NEED NOT EXTEND BEYOND THE TIME PERIOD
PROVIDED IN SECTION 3.1(A), AND WHICH PERIODS, IN ANY EVENT, SHALL TERMINATE
WHEN ALL THE REDEMPTION SHARES COVERED BY SUCH REGISTRATION STATEMENT HAVE BEEN
SOLD (BUT NOT BEFORE THE EXPIRATION OF THE TIME PERIOD REFERRED TO IN
SECTION 4(3) OF THE ACT AND RULE 174 THEREUNDER, IF APPLICABLE);
(C)
FURNISH, WITHOUT CHARGE, TO EACH SELLING HOLDER AND EACH UNDERWRITER, IF
ANY, OF THE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT, SUCH NUMBER OF
COPIES OF SUCH REGISTRATION STATEMENT, EACH AMENDMENT AND SUPPLEMENT THERETO (IN
EACH CASE INCLUDING ALL EXHIBITS), AND THE PROSPECTUS INCLUDED IN SUCH
REGISTRATION STATEMENT (INCLUDING EACH PRELIMINARY PROSPECTUS) IN CONFORMITY
WITH THE REQUIREMENTS OF THE ACT, AND OTHER DOCUMENTS, AS EACH SELLING HOLDER
AND SUCH UNDERWRITER MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE PUBLIC
SALE OR OTHER DISPOSITION OF THE REDEMPTION SHARES OWNED BY SUCH SELLING HOLDER;
(D)
PRIOR TO ANY PUBLIC OFFERING OF REDEMPTION SHARES, USE ITS REASONABLE BEST
EFFORTS TO REGISTER OR QUALIFY THE REDEMPTION SHARES COVERED BY SUCH
REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR BLUE SKY LAWS OF SUCH
JURISDICTIONS AS THE SELLING HOLDERS OR THE SOLE OR LEAD MANAGING UNDERWRITER,
IF ANY, MAY REASONABLY REQUEST TO ENABLE THE SELLING HOLDERS TO CONSUMMATE THE
DISPOSITION IN SUCH JURISDICTIONS OF THE REDEMPTION SHARES OWNED BY SUCH HOLDERS
AND TO CONTINUE SUCH REGISTRATION OR QUALIFICATION IN EFFECT IN EACH SUCH
JURISDICTION FOR AS LONG AS SUCH REGISTRATION STATEMENT REMAINS IN EFFECT
(INCLUDING THROUGH NEW FILINGS OR AMENDMENTS OR RENEWALS), AND DO ANY