WITH THE COMMISSION SUCH AMENDMENTS AND POST-EFFECTIVE AMENDMENTS TO EACH
REGISTRATION STATEMENT AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT
EFFECTIVE FOR AS LONG AS SUCH REGISTRATION IS REQUIRED TO REMAIN EFFECTIVE
PURSUANT TO THE TERMS HEREOF; CAUSE THE PROSPECTUS TO BE SUPPLEMENTED BY ANY
REQUIRED PROSPECTUS SUPPLEMENT, AND, AS SO SUPPLEMENTED, TO BE FILED PURSUANT TO
RULE 424 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
APPLICABLE PERIOD IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE
SELLING HOLDERS SET FORTH IN SUCH REGISTRATION STATEMENT OR SUPPLEMENT TO THE
PROSPECTUS.
(C)
THE COMPANY, AT LEAST 10 DAYS PRIOR TO
FILING A REGISTRATION STATEMENT OR AT LEAST FIVE DAYS PRIOR TO FILING A
PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT TO SUCH REGISTRATION STATEMENT OR
PROSPECTUS, WILL FURNISH TO (I) EACH SELLING HOLDER, (II) HOLDERS' COUNSEL AND
(III) EACH UNDERWRITER, IF ANY, OF THE REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT COPIES OF SUCH REGISTRATION STATEMENT AND EACH AMENDMENT
OR SUPPLEMENT AS PROPOSED TO BE FILED, TOGETHER
7
WITH EXHIBITS THERETO, WHICH DOCUMENTS WILL BE SUBJECT TO REASONABLE REVIEW AND
APPROVAL (WHICH APPROVAL MAY NOT BE UNREASONABLY WITHHELD) BY EACH OF THE
FOREGOING WITHIN FIVE DAYS AFTER DELIVERY (EXCEPT THAT SUCH REVIEW AND APPROVAL
OF ANY PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT TO SUCH REGISTRATION STATEMENT
OR PROSPECTUS MUST BE WITHIN THREE DAYS), AND THEREAFTER, FURNISH TO SUCH
SELLING HOLDERS, HOLDERS' COUNSEL AND UNDERWRITERS, IF ANY, SUCH NUMBER OF
COPIES OF SUCH REGISTRATION STATEMENT, EACH AMENDMENT AND SUPPLEMENT THERETO (IN
EACH CASE INCLUDING ALL EXHIBITS THERETO AND DOCUMENTS INCORPORATED BY REFERENCE
THEREIN), THE PROSPECTUS INCLUDED IN SUCH REGISTRATION STATEMENT (INCLUDING EACH
PRELIMINARY PROSPECTUS) AND SUCH OTHER DOCUMENTS OR INFORMATION AS SUCH SELLING
HOLDERS, HOLDERS' COUNSEL OR UNDERWRITERS MAY REASONABLY REQUEST IN ORDER TO
FACILITATE THE DISPOSITION OF THE REGISTRABLE SECURITIES; PROVIDED, HOWEVER,
THAT NOTWITHSTANDING THE FOREGOING, IF THE COMPANY INTENDS TO FILE ANY
PROSPECTUS, PROSPECTUS SUPPLEMENT OR PROSPECTUS STICKER WHICH DOES NOT MAKE ANY
MATERIAL CHANGES IN THE DOCUMENTS ALREADY FILED (INCLUDING, WITHOUT LIMITATION,
ANY PROSPECTUS UNDER RULE 430A OR 424(B)), THEN HOLDERS' COUNSEL WILL BE
AFFORDED SUCH OPPORTUNITY TO REVIEW SUCH DOCUMENTS PRIOR TO FILING CONSISTENT
WITH THE TIME CONSTRAINTS INVOLVED IN FILING SUCH DOCUMENT, BUT IN ANY EVENT NO
LESS THAN ONE DAY.
(D)
THE COMPANY WILL PROMPTLY NOTIFY EACH
SELLING HOLDER OF ANY STOP ORDER ISSUED OR THREATENED BY THE COMMISSION AND TAKE
ALL REASONABLE ACTIONS REQUIRED TO PREVENT THE ENTRY OF SUCH STOP ORDER OR TO
REMOVE IT AT THE EARLIEST POSSIBLE MOMENT IF ENTERED.
(E)
ON OR PRIOR TO THE DATE ON WHICH THE
REGISTRATION STATEMENT IS DECLARED EFFECTIVE BY THE COMMISSION, THE COMPANY WILL
USE ALL COMMERCIALLY REASONABLE EFFORTS TO (I) REGISTER OR QUALIFY THE
REGISTRABLE SECURITIES UNDER SUCH OTHER SECURITIES OR BLUE SKY LAWS OF SUCH
JURISDICTIONS IN THE UNITED STATES AS ANY SELLING HOLDER REASONABLY (IN