STATEMENT DECLARED EFFECTIVE BY THE SEC AS SOON AS PRACTICABLE, BUT IN NO EVENT
LATER THAN THE EFFECTIVENESS DEADLINE.
BY 9:30 AM ON THE DATE FOLLOWING THE
DATE OF EFFECTIVENESS, THE COMPANY SHALL FILE WITH THE SEC IN ACCORDANCE WITH
RULE 424 UNDER THE 1933 ACT THE FINAL PROSPECTUS TO BE USED IN CONNECTION WITH
SALES PURSUANT TO SUCH REGISTRATION STATEMENT.
PRIOR TO THE FILING OF THE
REGISTRATION STATEMENT WITH THE SEC, THE COMPANY SHALL FURNISH A DRAFT OF THE
REGISTRATION STATEMENT TO THE BUYER FOR THEIR REVIEW AND COMMENT.
THE BUYER
SHALL FURNISH COMMENTS ON THE REGISTRATION STATEMENT TO THE COMPANY WITHIN
TWENTY-FOUR (24) HOURS OF THE RECEIPT THEREOF FROM THE COMPANY.
(D)
DURING THE REGISTRATION PERIOD, THE COMPANY SHALL (I) PROMPTLY
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 A 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, (II) PREPARE AND FILE WITH THE SEC ADDITIONAL REGISTRATION
STATEMENTS IN ORDER TO REGISTER FOR RESALE UNDER THE SECURITIES ACT ALL OF THE
REGISTRABLE SECURITIES; (II) CAUSE THE RELATED PROSPECTUS TO BE AMENDED OR
SUPPLEMENTED BY ANY REQUIRED PROSPECTUS SUPPLEMENT (SUBJECT TO THE TERMS OF THIS
AGREEMENT), AND AS SO SUPPLEMENTED OR AMENDED TO BE FILED PURSUANT TO RULE 424;
(III) RESPOND AS PROMPTLY AS REASONABLY POSSIBLE TO ANY COMMENTS RECEIVED FROM
THE SEC WITH RESPECT TO A REGISTRATION STATEMENT OR ANY AMENDMENT THERETO AND AS
PROMPTLY AS REASONABLY POSSIBLE PROVIDE THE BUYERS TRUE AND COMPLETE COPIES OF
ALL CORRESPONDENCE FROM AND TO THE SEC RELATING TO A REGISTRATION STATEMENT
(PROVIDED THAT THE COMPANY MAY EXCISE ANY INFORMATION CONTAINED THEREIN WHICH
WOULD CONSTITUTE MATERIAL NON-PUBLIC INFORMATION AS TO ANY BUYER WHICH HAS NOT
EXECUTED A CONFIDENTIALITY AGREEMENT WITH THE COMPANY); AND (IV) 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(D)) BY
REASON OF THE COMPANY'S FILING A REPORT ON FORM 10-K, FORM 10-Q OR FORM 8-K OR
ANY ANALOGOUS REPORT UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"EXCHANGE ACT"), THE COMPANY SHALL INCORPORATE 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.
(E)
REDUCTION OF REGISTRABLE SECURITIES INCLUDED