AND USE COMMERCIALLY REASONABLE
EFFORTS TO CAUSE SUCH SHELF REGISTRATION STATEMENT TO BECOME EFFECTIVE AND
REMAIN EFFECTIVE IN ACCORDANCE WITH SECTION 2 HEREOF;
(B)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND POST-EFFECTIVE AMENDMENTS
TO THE SHELF REGISTRATION STATEMENT AS MAY BE NECESSARY UNDER APPLICABLE LAW TO
KEEP THE SHELF REGISTRATION STATEMENT EFFECTIVE FOR THE EFFECTIVENESS PERIOD,
SUBJECT TO SECTION 2.5; AND CAUSE EACH PROSPECTUS TO BE SUPPLEMENTED BY ANY
REQUIRED PROSPECTUS SUPPLEMENT, AND AS SO SUPPLEMENTED TO BE FILED PURSUANT TO
RULE 424 (OR ANY SIMILAR PROVISION THEN IN FORCE) UNDER THE 1933 ACT AND COMPLY
DURING THE EFFECTIVENESS PERIOD WITH THE PROVISIONS OF THE 1933 ACT, THE 1934
ACT AND THE RULES AND REGULATIONS THEREUNDER REQUIRED TO ENABLE THE DISPOSITION
OF ALL
8
Registrable Securities covered by the Shelf Registration Statement in accordance
with the intended method or methods of distribution by the selling Holders
thereof;
(C)
(I) NOTIFY EACH HOLDER OF REGISTRABLE SECURITIES OF THE FILING, BY ISSUING
A PRESS RELEASE, OF A SHELF REGISTRATION STATEMENT WITH RESPECT TO THE
REGISTRABLE SECURITIES; (II) FURNISH TO EACH HOLDER OF REGISTRABLE SECURITIES
THAT HAS PROVIDED THE INFORMATION REQUIRED BY SECTION 2.1(D) AND TO EACH
UNDERWRITER OF AN UNDERWRITTEN OFFERING OF REGISTRABLE SECURITIES, IF ANY,
WITHOUT CHARGE, AS MANY COPIES OF EACH PROSPECTUS, INCLUDING EACH PRELIMINARY
PROSPECTUS, AND ANY AMENDMENT OR SUPPLEMENT THERETO AND SUCH OTHER DOCUMENTS AS
SUCH HOLDER OR UNDERWRITER MAY REASONABLY REQUEST, INCLUDING FINANCIAL
STATEMENTS AND SCHEDULES AND, IF THE HOLDER SO REQUESTS, ALL EXHIBITS IN ORDER
TO FACILITATE THE UNRESTRICTED SALE OR OTHER DISPOSITION OF THE REGISTRABLE
SECURITIES; AND (III) SUBJECT TO SECTION 2.5 HEREOF AND TO ANY NOTICE BY THE
COMPANY IN ACCORDANCE WITH SECTION 3(E) HEREOF OF THE EXISTENCE OF ANY FACT OF
THE KIND DESCRIBED IN SECTIONS 3(E)(II), (III), (IV), (V) AND (VI) HEREOF,
HEREBY CONSENT TO THE USE OF THE PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT
THERETO BY EACH OF THE SELLING HOLDERS OF REGISTRABLE SECURITIES THAT HAS
PROVIDED THE INFORMATION REQUIRED BY SECTION 2.1(D) IN CONNECTION WITH THE
OFFERING AND SALE OF THE REGISTRABLE SECURITIES;
(D)
USE COMMERCIALLY REASONABLE EFFORTS TO REGISTER OR QUALIFY THE REGISTRABLE
SECURITIES UNDER ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS OF SUCH
JURISDICTIONS AS ANY HOLDER OF REGISTRABLE SECURITIES COVERED BY A SHELF
REGISTRATION STATEMENT AND EACH UNDERWRITER OF AN UNDERWRITTEN OFFERING OF
REGISTRABLE SECURITIES SHALL REASONABLY REQUEST, AND DO ANY AND ALL OTHER ACTS
AND THINGS WHICH MAY BE REASONABLY NECESSARY OR ADVISABLE TO ENABLE EACH SUCH
HOLDER AND UNDERWRITER TO CONSUMMATE THE DISPOSITION IN EACH SUCH JURISDICTION
OF SUCH REGISTRABLE SECURITIES OWNED BY SUCH HOLDER; PROVIDED, HOWEVER, THAT THE
COMPANY SHALL NOT BE REQUIRED TO (I) QUALIFY AS A FOREIGN CORPORATION OR AS A
DEALER IN SECURITIES IN ANY JURISDICTION WHERE IT WOULD NOT OTHERWISE BE
REQUIRED TO QUALIFY BUT FOR THIS SECTION 3(D), OR (II) TAKE ANY ACTION WHICH
WOULD SUBJECT IT TO GENERAL SERVICE OF PROCESS OR TAXATION IN ANY SUCH
JURISDICTION WHERE IT IS NOT THEN SO SUBJECT;