OR SUPPLEMENTS THERETO AND PROSPECTUSES CONTAINED THEREIN), AT THE
TIME IT IS FIRST FILED WITH THE SEC, AT THE TIME IT IS ORDERED EFFECTIVE BY THE
SEC AND AT ALL TIMES DURING WHICH IT IS REQUIRED TO BE EFFECTIVE HEREUNDER (AND
EACH SUCH AMENDMENT AND SUPPLEMENT AT THE TIME IT IS FILED WITH THE SEC AND AT
ALL TIMES DURING WHICH IT IS AVAILABLE FOR USE IN CONNECTION WITH THE OFFER AND
SALE OF THE REGISTRABLE SECURITIES) SHALL NOT CONTAIN ANY 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, IN LIGHT OF THE CIRCUMSTANCES IN WHICH
THEY WERE MADE, NOT MISLEADING.
IN THE EVENT THE REGISTRATION STATEMENT IS NO
LONGER EFFECTIVE DURING THE REGISTRATION PERIOD, THE COMPANY SHALL USE ITS BEST
EFFORTS TO IMMEDIATELY CAUSE A NEW REGISTRATION STATEMENT TO BECOME EFFECTIVE
PURSUANT TO SECTIONS 2(A), 2(C) OR 2(D).
(B)
THE COMPANY SHALL PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS
(INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO A REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH SUCH REGISTRATION
STATEMENT, WHICH PROSPECTUS IS TO BE FILED PURSUANT TO RULE 424 PROMULGATED
UNDER THE SECURITIES ACT, AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION
STATEMENT EFFECTIVE AT ALL TIMES DURING THE REGISTRATION PERIOD, AND, DURING
SUCH PERIOD, COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO
THE DISPOSITION OF ALL REGISTRABLE SECURITIES OF THE COMPANY COVERED BY SUCH
REGISTRATION STATEMENT UNTIL SUCH TIME AS ALL OF SUCH REGISTRABLE SECURITIES
SHALL HAVE BEEN DISPOSED OF IN ACCORDANCE WITH THE INTENDED METHODS OF
DISPOSITION BY THE SELLER OR SELLERS THEREOF AS SET FORTH IN SUCH REGISTRATION
STATEMENT.
IN THE CASE OF AMENDMENTS AND SUPPLEMENTS TO A REGISTRATION
STATEMENT WHICH ARE REQUIRED TO BE FILED PURSUANT TO THIS AGREEMENT (INCLUDING
PURSUANT TO THIS SECTION 3(B)) BY REASON OF THE COMPANY FILING A REPORT ON
FORM 10-K, FORM 10-Q OR FORM 8-K OR ANY ANALOGOUS REPORT UNDER
5
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), THE
COMPANY SHALL HAVE INCORPORATED SUCH REPORT BY REFERENCE INTO THE REGISTRATION
STATEMENT, IF APPLICABLE, OR SHALL FILE SUCH AMENDMENTS OR SUPPLEMENTS WITH THE
SEC ON THE SAME DAY ON WHICH THE EXCHANGE ACT REPORT IS FILED WHICH CREATED THE
REQUIREMENT FOR THE COMPANY TO AMEND OR SUPPLEMENT THE REGISTRATION STATEMENT.
(C)
THE COMPANY SHALL PERMIT LEGAL COUNSEL TO REVIEW AND COMMENT UPON
(I) ANY REGISTRATION STATEMENT PRIOR TO ITS FILING WITH THE SEC AND (II) ALL
OTHER REGISTRATION STATEMENTS AND ALL AMENDMENTS AND SUPPLEMENTS TO ALL
REGISTRATION STATEMENTS (EXCEPT FOR ANNUAL REPORTS ON FORM 10-K, QUARTERLY
REPORTS ON FORM 10-Q AND CURRENT REPORTS ON FORM 8-K AND ANY SIMILAR OR
SUCCESSOR REPORTS) PRIOR TO THEIR FILING WITH THE SEC.
THE COMPANY SHALL NOT
SUBMIT A REQUEST FOR ACCELERATION OF THE EFFECTIVENESS OF A REGISTRATION
STATEMENT OR ANY AMENDMENT OR SUPPLEMENT THERETO WITHOUT THE PRIOR APPROVAL OF
LEGAL COUNSEL, WHICH CONSENT SHALL NOT BE WITHHELD UNLESS