2(A) ABOVE, AND KEEP SUCH REGISTRATION STATEMENT EFFECTIVE UNTIL THE
EARLIEST OF (A) ALL SUCH REGISTRABLE SECURITIES HAVE BEEN DISPOSED OF PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT, (B) ALL SUCH REGISTRABLE SECURITIES HAVE
BEEN SOLD IN A TRANSACTION EXEMPT FROM THE REGISTRATION
2
AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT SO THAT ALL TRANSFER RESTRICTION
AND RESTRICTIVE LEGENDS WITH RESPECT THERETO ARE REMOVED UPON THE CONSUMMATION
OF SUCH SALE, OR (C) THE REGISTRABLE SECURITIES HAVE BEEN DISTRIBUTED TO THE
PUBLIC PURSUANT TO A RULE 144 SALE OR (D) THE OCCURRENCE OF THE RESTRICTION
TERMINATION DATE WITH RESPECT TO THE REGISTRABLE SECURITIES COVERED THEREBY.
(II)
SUBJECT TO SECTION 2(B) HEREOF, PREPARE AND FILE WITH THE SEC
SUCH AMENDMENTS AND SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AND THE
PROSPECTUS USED IN CONNECTION WITH SUCH REGISTRATION STATEMENT AS MAY BE
NECESSARY TO COMPLY WITH THE PROVISIONS OF THE ACT WITH RESPECT TO THE
DISPOSITION OF ALL SECURITIES COVERED BY SUCH REGISTRATION STATEMENT AND NOTIFY
THE HOLDER OF THE FILING AND EFFECTIVENESS OF SUCH REGISTRATION STATEMENT AND
ANY AMENDMENTS OR SUPPLEMENTS.
(III)
FURNISH TO THE HOLDER SUCH NUMBER OF COPIES OF A CURRENT
PROSPECTUS CONFORMING WITH THE REQUIREMENTS OF THE ACT, COPIES OF THE
REGISTRATION STATEMENT, ANY AMENDMENT OR SUPPLEMENT THERETO AND ANY DOCUMENTS
INCORPORATED BY REFERENCE THEREIN AND SUCH OTHER DOCUMENTS AS THE HOLDER MAY
REASONABLY REQUIRE IN ORDER TO FACILITATE THE DISPOSITION OF REGISTRABLE
SECURITIES OWNED BY THE HOLDER.
(IV)
USE COMMERCIALLY REASONABLE EFFORTS TO REGISTER AND QUALIFY THE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH SECURITIES OR "BLUE
SKY" LAWS OF SUCH JURISDICTIONS IN THE UNITED STATES AS SHALL BE REASONABLY
REQUESTED BY THE HOLDER AND KEEP SUCH REGISTRATION OR QUALIFICATION EFFECTIVE AS
LONG AS REQUIRED TO PERMIT SALE OF REGISTRABLE SECURITIES THEREUNDER; PROVIDED
THAT THE COMPANY SHALL NOT BE REQUIRED IN CONNECTION THEREWITH OR AS A CONDITION
THERETO TO QUALIFY TO DO BUSINESS OR TO FILE A GENERAL CONSENT TO SERVICE OF
PROCESS IN ANY SUCH STATES OR JURISDICTIONS.
(V)
NOTIFY THE HOLDER IMMEDIATELY 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 MATERIAL FACT OR OMITS TO STATE A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES THEN EXISTING, AND, SUBJECT
TO SECTION 2(B), USE COMMERCIALLY REASONABLE EFFORTS TO PROMPTLY UPDATE OR
CORRECT SUCH PROSPECTUS.
(VI)
LIST THE REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION
STATEMENT ON ANY SECURITIES EXCHANGE OR NATIONAL MARKET IN THE UNITED STATES ON
WHICH THE REGISTRABLE SECURITIES ARE THEN LISTED.
SECTION 3.
SALE OR
DISTRIBUTION OF SECURITIES.
The sale of the Registrable Securities must be conducted by the Holder through a
securities broker (the "Broker") and effected over The New York Stock Exchange,
if the Common Stock is then listed on The New York Stock Exchange.
Notwithstanding anything contained herein, the aggregate number of shares of
Company Stock that may be sold by