AND THE INITIAL SHAREHOLDER SHALL HAVE THE RIGHT TO OBJECT TO
ANY INFORMATION PERTAINING TO THE INITIAL SHAREHOLDER THAT IS CONTAINED THEREIN
AND THE COMPANY WILL MAKE THE CORRECTIONS REASONABLY REQUESTED BY THE INITIAL
SHAREHOLDER WITH RESPECT TO SUCH INFORMATION PRIOR TO FILING ANY SUCH DOCUMENTS.
(B)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND POST-EFFECTIVE
AMENDMENTS TO EACH SHELF REGISTRATION AS MAY BE NECESSARY TO KEEP SUCH
REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE FOR THE EFFECTIVENESS PERIOD;
CAUSE THE RELATED PROSPECTUS TO BE SUPPLEMENTED BY ANY PROSPECTUS SUPPLEMENT
REQUIRED BY APPLICABLE LAW, AND AS SO SUPPLEMENTED TO BE FILED PURSUANT TO RULE
424 (OR ANY SIMILAR PROVISIONS THEN IN FORCE) PROMULGATED UNDER THE SECURITIES
ACT; AND COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT APPLICABLE TO IT WITH
RESPECT TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT DURING THE EFFECTIVENESS PERIOD IN ACCORDANCE WITH THE
INTENDED METHODS OF DISTRIBUTION SET FORTH IN SUCH REGISTRATION STATEMENT AS SO
AMENDED OR IN SUCH PROSPECTUS AS SO SUPPLEMENTED.
(C)
NOTIFY THE SELLING HOLDERS AND DESIGNATED COUNSEL, IF ANY, PROMPTLY
(BUT IN ANY EVENT WITHIN FIVE BUSINESS DAYS), (I) WHEN A PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT
HAS BEEN FILED, AND, WITH RESPECT TO A REGISTRATION STATEMENT OR ANY
POST-EFFECTIVE AMENDMENT, WHEN THE SAME HAS BECOME EFFECTIVE UNDER THE
SECURITIES ACT (INCLUDING IN SUCH NOTICE A WRITTEN STATEMENT THAT ANY HOLDER
MAY, UPON REQUEST, OBTAIN, AT THE SOLE EXPENSE OF THE COMPANY, ONE CONFORMED
COPY OF SUCH REGISTRATION STATEMENT OR POST-EFFECTIVE AMENDMENT, INCLUDING
FINANCIAL STATEMENTS AND SCHEDULES, DOCUMENTS INCORPORATED OR DEEMED TO BE
INCORPORATED BY REFERENCE AND EXHIBITS), (II)
8
OF THE ISSUANCE BY THE SEC OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF A
REGISTRATION STATEMENT OR OF ANY ORDER PREVENTING OR SUSPENDING THE USE OF ANY
PROSPECTUS OR THE INITIATION OF ANY PROCEEDINGS FOR THAT PURPOSE, (III) OF THE
HAPPENING OF ANY EVENT, THE EXISTENCE OF ANY CONDITION OR ANY INFORMATION
BECOMING KNOWN BUT NOT THE NATURE OR DETAILS CONCERNING SUCH EVENT, CONDITION OR
INFORMATION THAT MAKES ANY STATEMENT MADE IN SUCH REGISTRATION STATEMENT OR
RELATED PROSPECTUS OR ANY DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED
THEREIN BY REFERENCE UNTRUE IN ANY MATERIAL RESPECT OR THAT REQUIRES THE MAKING
OF ANY CHANGES IN OR AMENDMENTS OR SUPPLEMENTS TO SUCH REGISTRATION STATEMENT,
PROSPECTUS OR DOCUMENTS SO THAT, IN THE CASE OF THE REGISTRATION STATEMENT, IT
WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING, AND THAT IN THE CASE OF THE PROSPECTUS, IT WILL NOT
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN,
IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING
(PROVIDED, HOWEVER, THAT NO NOTICE OF THE COMPANY PURSUANT TO THIS CLAUSE (III)
SHALL BE