THERETO, THE COMPANY SHALL, (I) FURNISH TO THE HOLDERS AND THEIR SPECIAL COUNSEL
COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE FILED (INCLUDING DOCUMENTS
INCORPORATED OR DEEMED INCORPORATED BY REFERENCE) WHICH DOCUMENTS WILL BE
SUBJECT TO THE REVIEW OF SUCH HOLDERS AND THEIR SPECIAL 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 A REGISTRATION STATEMENT OR ANY
SUCH PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS THERETO TO WHICH THE HOLDERS OF
A MAJORITY OF THE REGISTRABLE SECURITIES AND THEIR SPECIAL COUNSEL SHALL
REASONABLY OBJECT.
(B)
(I)
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS,
INCLUDING POST-EFFECTIVE AMENDMENTS, TO A REGISTRATION STATEMENT AND THE
PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP A
REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AS TO THE APPLICABLE REGISTRABLE
SECURITIES FOR THE EFFECTIVENESS PERIOD AND PREPARE AND FILE WITH THE COMMISSION
SUCH ADDITIONAL REGISTRATION STATEMENTS IN ORDER TO REGISTER FOR RESALE UNDER
THE SECURITIES ACT ALL OF THE REGISTRABLE SECURITIES; (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; (III)
RESPOND AS PROMPTLY AS REASONABLY POSSIBLE, AND IN ANY EVENT WITHIN TEN DAYS, TO
ANY COMMENTS RECEIVED FROM THE COMMISSION WITH RESPECT TO A REGISTRATION
STATEMENT OR ANY AMENDMENT THERETO AND, AS PROMPTLY AS REASONABLY POSSIBLE
PROVIDE THE HOLDERS TRUE AND COMPLETE COPIES OF ALL CORRESPONDENCE FROM AND TO
THE COMMISSION RELATING TO SUCH REGISTRATION STATEMENT; 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 A
REGISTRATION STATEMENT DURING THE APPLICABLE PERIOD IN ACCORDANCE WITH THE
INTENDED METHODS OF DISPOSITION BY THE HOLDERS THEREOF SET FORTH IN SUCH
REGISTRATION STATEMENT AS SO AMENDED OR IN SUCH PROSPECTUS AS SO SUPPLEMENTED.
(C)
NOTIFY THE HOLDERS OF REGISTRABLE SECURITIES TO BE SOLD AND THEIR
SPECIAL COUNSEL AS PROMPTLY AS REASONABLY POSSIBLE (AND, IN THE CASE OF (I)(A)
BELOW, NOT LESS THAN THREE TRADING DAYS PRIOR TO SUCH FILING) AND (IF REQUESTED
BY ANY SUCH PERSON) CONFIRM SUCH NOTICE IN WRITING NO LATER THAN ONE TRADING DAY
FOLLOWING THE DAY (I)(A) WHEN A PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR
POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT IS PROPOSED TO BE FILED;
(B) WHEN THE COMMISSION NOTIFIES THE COMPANY WHETHER THERE WILL BE A "REVIEW" OF
SUCH REGISTRATION STATEMENT AND WHENEVER THE COMMISSION COMMENTS IN WRITING ON
SUCH REGISTRATION STATEMENT (THE COMPANY SHALL PROVIDE TRUE AND COMPLETE COPIES
THEREOF AND ALL WRITTEN RESPONSES THERETO TO EACH OF THE HOLDERS); AND (C) WITH
RESPECT TO A REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT, WHEN THE
SAME HAS BECOME EFFECTIVE; (II) OF ANY REQUEST BY THE COMMISSION
4
OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL