TO THIS SECTION 2(B).
(C)
NOTIFICATION AND DISTRIBUTION OF MATERIALS.
THE COMPANY SHALL
NOTIFY THE HOLDER OF THE EFFECTIVENESS OF ANY REGISTRATION STATEMENT APPLICABLE
TO THE REGISTRABLE SHARES AND SHALL FURNISH TO THE HOLDERS, WITHOUT CHARGE, SUCH
NUMBER OF COPIES OF THE REGISTRATION STATEMENT (INCLUDING ANY AMENDMENTS,
SUPPLEMENTS AND EXHIBITS), THE PROSPECTUS CONTAINED THEREIN (INCLUDING EACH
PRELIMINARY PROSPECTUS AND ALL RELATED AMENDMENTS AND SUPPLEMENTS) AND ANY
DOCUMENTS INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT OR SUCH OTHER
DOCUMENTS AS THE HOLDER MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE SALE
OF THE REGISTRABLE SHARES IN THE MANNER DESCRIBED IN THE REGISTRATION STATEMENT.
(D)
AMENDMENTS AND SUPPLEMENTS.
SUBJECT TO SECTION 3, (I) THE COMPANY
SHALL PROMPTLY PREPARE AND FILE WITH THE SEC FROM TIME TO TIME SUCH AMENDMENTS
AND SUPPLEMENTS TO EACH REGISTRATION STATEMENT AND PROSPECTUS USED IN CONNECTION
THEREWITH AS MAY BE NECESSARY TO KEEP THAT REGISTRATION STATEMENT EFFECTIVE AND
TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO THE
DISPOSITION OF ALL THE REGISTRABLE SHARES SO REGISTERED UNTIL THE RESALE SHELF
REGISTRATION EXPIRATION DATE AND (II) UPON FIVE (5) BUSINESS DAYS' NOTICE, THE
COMPANY SHALL FILE ANY SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO THE
REGISTRATION STATEMENT WITH RESPECT TO THE PLAN OF DISTRIBUTION OR THE HOLDER'S
OWNERSHIP INTERESTS IN HIS, HER OR ITS REGISTRABLE SHARES THAT IS REASONABLY
NECESSARY TO PERMIT THE SALE OF THE HOLDER'S REGISTRABLE SHARES PURSUANT TO THE
REGISTRATION STATEMENT.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ANY
PERIOD OF TIME DURING WHICH ANY RESALE SHELF REGISTRATION STATEMENT AND
PROSPECTUS IS NOT AVAILABLE FOR USE BY THE HOLDERS BECAUSE OF ACTION TAKEN
PURSUANT TO CLAUSE (II) OF THE PRECEDING SENTENCE SHALL NOT BE CONSIDERED WITH
RESPECT TO THE CALCULATION OF ANY OTHER PERIOD OF TIME REFERRED TO HEREIN.
(E)
NOTICE OF CERTAIN EVENTS.
THE COMPANY SHALL PROMPTLY AND IN ANY
EVENT WITHIN THREE (3) BUSINESS DAYS NOTIFY THE HOLDERS OF, AND CONFIRM IN
WRITING, ANY REQUEST BY THE SEC FOR ANY AMENDMENT OR SUPPLEMENT TO, OR
ADDITIONAL INFORMATION IN CONNECTION WITH, ANY REGISTRATION STATEMENT REQUIRED
TO BE PREPARED AND FILED HEREUNDER (OR PROSPECTUS RELATING THERETO). THE COMPANY
SHALL PROMPTLY AND IN ANY EVENT WITHIN THREE (3) BUSINESS DAYS NOTIFY EACH
HOLDER OF, AND CONFIRM IN WRITING, THE FILING OF THE REGISTRATION STATEMENT OR
ANY PROSPECTUS, AMENDMENT OR SUPPLEMENT RELATED THERETO OR ANY POST-EFFECTIVE
AMENDMENT TO THE REGISTRATION STATEMENT AND THE EFFECTIVENESS OF ANY
POST-EFFECTIVE AMENDMENT.
(F)
STOP ORDERS.
DURING THE PERIOD REFERRED TO IN SECTION 2(B), THE
COMPANY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO AVOID THE ISSUANCE OF,
OR IF ISSUED, TO OBTAIN THE WITHDRAWAL OF, ANY ORDER ENJOINING OR SUSPENDING THE
USE OR EFFECTIVENESS OF A REGISTRATION
5
STATEMENT OR SUSPENDING THE QUALIFICATION (OR EXEMPTION FROM QUALIFICATION) OF
ANY OF THE REGISTRABLE SHARES FOR SALE IN ANY JURISDICTION, AS PROMPTLY AS
PRACTICABLE.
(G)
ELIGIBILITY FOR FORM S-3 OR S-1; CONVERSION TO FORM S-3.
THE
COMPANY REPRESENTS AND WARRANTS THAT IT MEETS THE REQUIREMENTS FOR THE USE OF
SEC FORM S-3 OR S-1