WAS REQUESTED.
IF THE COMPANY IS REQUIRED TO
PAY THE REGISTRATION EXPENSES OF A WITHDRAWN OFFERING PURSUANT TO CLAUSE (A)
ABOVE, THEN SUCH REGISTRATION SHALL NOT BE DEEMED TO HAVE BEEN EFFECTED FOR
PURPOSES OF DETERMINING WHETHER THE COMPANY SHALL BE OBLIGATED PURSUANT TO
SECTION 2(A) OR 2(C), AS APPLICABLE, TO UNDERTAKE ANY SUBSEQUENT REGISTRATION.
(E)
REGISTRATION PROCEDURES.
IN THE CASE OF
EACH REGISTRATION EFFECTED BY THE COMPANY PURSUANT TO THIS SECTION 2, THE
COMPANY WILL KEEP THE HOLDERS, AS APPLICABLE, ADVISED IN WRITING AS TO THE
INITIATION OF EACH REGISTRATION AND AS TO THE COMPLETION THEREOF.
AT ITS
EXPENSE, THE COMPANY WILL:
(I)
KEEP SUCH REGISTRATION EFFECTIVE FOR A
PERIOD OF SIXTY (60) DAYS OR UNTIL THE HOLDERS (OR IN THE CASE OF A DISTRIBUTION
TO THE PARTNERS OF SUCH HOLDER, SUCH PARTNERS), AS APPLICABLE, HAVE COMPLETED
THE DISTRIBUTION DESCRIBED IN THE REGISTRATION STATEMENT RELATING THERETO,
WHICHEVER FIRST OCCURS; PROVIDED, HOWEVER, THAT (1) SUCH SIXTY (60)-DAY PERIOD
SHALL BE EXTENDED FOR A PERIOD OF TIME EQUAL TO THE PERIOD DURING WHICH THE
HOLDERS OR PARTNERS, AS APPLICABLE, PROHIBITED FROM SELLING ANY SECURITIES
INCLUDED IN SUCH REGISTRATION DUE TO ANY SUSPENSION OF EFFECTIVENESS PROVIDED
FOR IN ACCORDANCE WITH THE PROVISIONS IN SECTIONS 2(A)(I)(2)(F) OR
2(C)(IV)
HEREOF; AND (2) IN THE CASE OF ANY REGISTRATION OF REGISTRABLE SECURITIES ON
FORM S-3 WHICH ARE INTENDED TO BE OFFERED ON A CONTINUOUS OR DELAYED BASIS, SUCH
SIXTY (60)-DAY PERIOD SHALL BE EXTENDED UNTIL ALL SUCH REGISTRABLE SECURITIES
ARE SOLD, NOT TO EXCEED TWO (2) YEARS OR THE PERIOD ENDING ON THE DATE ON WHICH
ALL OF THE REGISTRABLE SECURITIES MAY BE SOLD PURSUANT TO RULE 144 (WITHOUT
GIVING EFFECT TO RULE 144(K) THEREOF) OF THE SECURITIES ACT WITHIN NINETY (90)
DAYS AFTER SUCH DATE, PROVIDED THAT RULE 415, OR ANY SUCCESSOR RULE UNDER THE
SECURITIES ACT, PERMITS AN OFFERING ON A CONTINUOUS OR DELAYED BASIS, AND
PROVIDED FURTHER THAT APPLICABLE RULES UNDER THE SECURITIES ACT GOVERNING THE
OBLIGATION TO FILE A POST-EFFECTIVE AMENDMENT PERMIT, IN LIEU OF FILING A
POST-EFFECTIVE AMENDMENT WHICH (Y) INCLUDES ANY PROSPECTUS REQUIRED BY
SECTION 10(A) OF THE SECURITIES ACT OR (Z) REFLECTS FACTS OR EVENTS REPRESENTING
A MATERIAL OR FUNDAMENTAL CHANGE IN THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENT, THE INCORPORATION BY REFERENCE OF INFORMATION REQUIRED
TO BE INCLUDED IN (Y) AND (Z) ABOVE TO BE CONTAINED IN PERIODIC REPORTS FILED
PURSUANT TO SECTION 12 OR 15(D) OF THE EXCHANGE ACT IN THE REGISTRATION
STATEMENT;
(II)
FURNISH SUCH NUMBER OF PROSPECTUSES AND
OTHER DOCUMENTS INCIDENT THERETO AS EACH OF THE HOLDERS, AS APPLICABLE, FROM
TIME TO TIME MAY REASONABLY REQUEST;
(III)
NOTIFY EACH HOLDER OF REGISTRABLE SECURITIES
COVERED BY SUCH REGISTRATION AT ANY TIME WHEN A PROSPECTUS RELATING THERETO IS
REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT OF THE HAPPENING OF ANY EVENT
AS A RESULT OF WHICH THE PROSPECTUS INCLUDED IN SUCH REGISTRATION STATEMENT, AS
THEN IN EFFECT, INCLUDES AN UNTRUE STATEMENT OF A MATERIAL
9
FACT OR OMITS TO STATE A MATERIAL FACT