AND (V) IN THE CASE OF A SHELF REGISTRATION
STATEMENT, INCLUDE IN THE PROSPECTUS INCLUDED IN THE SHELF REGISTRATION
STATEMENT (OR, IF PERMITTED BY COMMISSION RULE 430B(B), IN A PROSPECTUS
SUPPLEMENT THAT BECOMES A PART THEREOF PURSUANT TO COMMISSION RULE 430B(F)) THAT
IS DELIVERED TO ANY HOLDER PURSUANT TO SECTION 3(D) AND (F), THE NAMES OF THE
HOLDERS WHO PROPOSE TO SELL SECURITIES PURSUANT TO THE SHELF REGISTRATION
STATEMENT AS SELLING SECURITYHOLDERS.
(B)
AFTER THE REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE, THE COMPANY
SHALL GIVE WRITTEN NOTICE TO THE INITIAL PURCHASERS, THE HOLDERS OF THE
SECURITIES AND ANY PARTICIPATING BROKER-DEALER FROM WHOM THE COMPANY HAS
RECEIVED PRIOR WRITTEN NOTICE THAT IT WILL BE A PARTICIPATING BROKER-DEALER IN
THE REGISTERED EXCHANGE OFFER OF THE OCCURRENCE OF ANY OF THE FOLLOWING THAT
OCCURS AFTER THE REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE (WHICH
NOTICE PURSUANT TO CLAUSES (II)-(V) HEREOF SHALL BE ACCOMPANIED BY AN
INSTRUCTION TO SUSPEND THE USE OF THE PROSPECTUS UNTIL THE REQUISITE CHANGES
HAVE BEEN MADE):
(I) WHEN THE REGISTRATION STATEMENT OR ANY AMENDMENT THERETO HAS BEEN FILED WITH
THE COMMISSION AND WHEN THE REGISTRATION STATEMENT OR ANY POST-EFFECTIVE
AMENDMENT THERETO HAS BECOME EFFECTIVE; PROVIDED, HOWEVER, THAT THIS
CLAUSE (I) SHALL NOT APPLY WITH RESPECT TO REGULAR FILINGS OF ANY DOCUMENT OR
REPORT UNDER THE EXCHANGE ACT, AT ANY TIME FOLLOWING THE EFFECTIVENESS OF THE
APPLICABLE REGISTRATION STATEMENT HEREUNDER, WHERE SUCH FILING IS MADE AS PART
OF THE COMPANY'S PERIODIC DISCLOSURE OBLIGATIONS UNDER SECTIONS 13 AND 15 OF THE
EXCHANGE ACT;
(II) OF ANY REQUEST BY THE COMMISSION OR ANY STATE SECURITIES AUTHORITY FOR
AMENDMENTS OR SUPPLEMENTS TO THE REGISTRATION STATEMENT OR THE PROSPECTUS
INCLUDED THEREIN OR FOR ADDITIONAL INFORMATION;
(III) OF THE ISSUANCE BY THE COMMISSION OR ANY STATE SECURITIES AUTHORITY OF ANY
STOP ORDER SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT OR THE
INITIATION OF ANY PROCEEDINGS FOR THAT PURPOSE, AND OF THE ISSUANCE BY THE
COMMISSION OF A NOTIFICATION OF OBJECTION TO THE USE OF THE FORM ON WHICH THE
REGISTRATION STATEMENT HAS BEEN FILED;
(IV) OF THE RECEIPT BY THE COMPANY OR ITS LEGAL COUNSEL OF ANY NOTIFICATION WITH
RESPECT TO THE SUSPENSION OF THE QUALIFICATION OF THE SECURITIES FOR SALE IN ANY
JURISDICTION OR THE INITIATION OR THREATENING OF ANY PROCEEDING FOR SUCH
PURPOSE;
(V) OF THE HAPPENING OF ANY EVENT THAT REQUIRES THE COMPANY TO MAKE CHANGES IN
THE REGISTRATION STATEMENT OR THE PROSPECTUS IN ORDER THAT THE REGISTRATION
STATEMENT OR THE PROSPECTUS DO NOT CONTAIN AN UNTRUE STATEMENT
7
OF A MATERIAL FACT NOR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN (IN THE CASE OF THE
PROSPECTUS, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE) NOT
MISLEADING; AND
(VI) OF ANY DETERMINATION BY THE COMPANY THAT A POST-EFFECTIVE AMENDMENT TO A
REGISTRATION STATEMENT WOULD BE APPROPRIATE.
(C)
THE COMPANY SHALL MAKE EVERY REASONABLE EFFORT TO OBTAIN THE WITHDRAWAL AT
THE EARLIEST POSSIBLE TIME, OF ANY ORDER SUSPENDING THE EFFECTIVENESS