FILED, WHICH DOCUMENTS WILL BE SUBJECT TO THE REVIEW OF
INVESTOR AND INVESTOR COUNSEL, AND (II) CAUSE ITS OFFICERS AND DIRECTORS,
COUNSEL AND INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO RESPOND TO SUCH
INQUIRIES AS SHALL BE NECESSARY, IN THE REASONABLE OPINION OF RESPECTIVE
COUNSEL, TO CONDUCT A REASONABLE INVESTIGATION WITHIN THE MEANING OF THE
SECURITIES ACT.
THE COMPANY SHALL NOT FILE SUCH SHELF REGISTRATION STATEMENT OR
ANY RELATED PROSPECTUS, AMENDMENTS OR SUPPLEMENTS THERETO TO WHICH THE INVESTOR
AND INVESTOR COUNSEL SHALL REASONABLY OBJECT.
(B)
(I) PREPARE AND FILE WITH THE SEC SUCH
AMENDMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, TO THE SHELF REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO
KEEP SUCH SHELF REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AS TO THE
APPLICABLE REGISTRABLE SECURITIES FOR THE EFFECTIVENESS PERIOD; (II) CAUSE THE
RELATED PROSPECTUS TO BE AMENDED OR SUPPLEMENTED BY ANY REQUIRED PROSPECTUS
SUPPLEMENT, AND AS SO SUPPLEMENTED OR AMENDED TO BE FILED PURSUANT TO RULE 424
UNDER THE SECURITIES ACT; (III) RESPOND AS PROMPTLY AS REASONABLY POSSIBLE, AND
IN ANY EVENT WITHIN TWENTY (20) TRADING DAYS, TO ANY COMMENTS RECEIVED FROM THE
COMMISSION WITH RESPECT TO THE SHELF REGISTRATION STATEMENT OR ANY AMENDMENT
THERETO AND PROMPTLY THEREAFTER PROVIDE COPIES OF SUCH RESPONSE TO THE INVESTOR;
AND (IV) COMPLY IN ALL MATERIAL RESPECTS WITH THE PROVISIONS OF THE SECURITIES
ACT AND THE EXCHANGE ACT WITH RESPECT TO THE DISPOSITION OF ALL REGISTRABLE
SECURITIES COVERED BY THE SHELF REGISTRATION STATEMENT DURING THE APPLICABLE
PERIOD IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE INVESTOR
SET FORTH IN THE SHELF REGISTRATION STATEMENT AS SO AMENDED OR IN SUCH
PROSPECTUS AS SO SUPPLEMENTED.
7
(C)
NOTIFY THE INVESTOR WITHIN THREE
(3) TRADING DAYS OF RECEIPT, AND IF REQUESTED BY THE INVESTOR, CONFIRM SUCH
NOTICE IN WRITING WITHIN THREE (3) TRADING DAYS THEREAFTER, OF ANY OF THE
FOLLOWING EVENTS: (I) THE COMMISSION NOTIFIES THE COMPANY OF WHETHER IT PLANS TO
"REVIEW" THE REGISTRATION STATEMENT; (II) THE COMMISSION COMMENTS IN WRITING ON
THE REGISTRATION STATEMENT (IN WHICH CASE THE COMPANY SHALL DELIVER TO THE
INVESTOR A TRUE AND COMPLETE COPY OF SUCH COMMENTS WITHIN THREE (3) TRADING DAYS
OF RECEIPT, A TIMELINE RELATING TO THE PROPOSED DRAFTING OF RESPONSES WITHIN SIX
(6) TRADING DAYS OF RECEIPT AND OF ALL SUCH WRITTEN RESPONSES); (III) THE
REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT THERETO IS DECLARED
EFFECTIVE; (IV) THE COMMISSION OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL
AUTHORITY REQUESTS ANY AMENDMENT OR SUPPLEMENT TO THE REGISTRATION STATEMENT OR
PROSPECTUS OR REQUESTS ADDITIONAL INFORMATION RELATED THERETO; (V) THE
COMMISSION ISSUES ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF THE
REGISTRATION STATEMENT OR IF THE COMPANY RECEIVES NOTICE THAT THE COMMISSION
INITIATES ANY PROCEEDINGS FOR THAT PURPOSE; (VI) THE COMPANY RECEIVES NOTICE OF
ANY SUSPENSION OF THE QUALIFICATION OR EXEMPTION FROM QUALIFICATION OF ANY
REGISTRABLE SECURITIES FOR SALE IN ANY JURISDICTION, OR THE INITIATION OR THREAT
OF ANY PROCEEDING FOR SUCH PURPOSE; OR (VII) THE FINANCIAL STATEMENTS INCLUDED
IN THE REGISTRATION STATEMENT BECOME INELIGIBLE FOR INCLUSION THEREIN OR ANY