COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH
REGISTRATION STATEMENT TO BECOME AND REMAIN EFFECTIVE FOR AT LEAST NINETY (90)
DAYS OR UNTIL THE DISTRIBUTION DESCRIBED IN THE REGISTRATION STATEMENT HAS BEEN
COMPLETED, WHICHEVER OCCURS FIRST; PROVIDED, HOWEVER, THAT (I) SUCH 90-DAY
PERIOD SHALL BE EXTENDED FOR A PERIOD OF TIME EQUAL TO THE PERIOD THE INVESTOR
REFRAINS FROM SELLING ANY SECURITIES INCLUDED IN SUCH REGISTRATION AT THE
REQUEST OF AN UNDERWRITER OF COMMON STOCK OR OTHER SECURITIES OF THE COMPANY,
AND (II) IN THE CASE OF ANY REGISTRATION OF REGISTRABLE SECURITIES ON FORM S-3
WHICH ARE INTENDED TO BE OFFERED ON A CONTINUOUS OR DELAYED BASIS, SUCH 90-DAY
PERIOD SHALL BE EXTENDED, IF NECESSARY, UP TO ONE HUNDRED EIGHTY (180) DAYS FROM
THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT OR, IF EARLIER, UNTIL ALL SUCH
REGISTRABLE SECURITIES ARE SOLD THEREUNDER, AND PROVIDED THAT RULE 415, OR ANY
SUCCESSOR RULE UNDER THE SECURITIES ACT, PERMITS AN OFFERING ON A CONTINUOUS OR
DELAYED BASIS, AND PROVIDED FURTHER THAT APPLICABLE RULES UNDER THE SECURITIES
ACT GOVERNING THE OBLIGATION TO FILE A POST-EFFECTIVE AMENDMENT PERMIT, IN LIEU
OF FILING A POST-EFFECTIVE AMENDMENT WHICH (A) INCLUDES ANY PROSPECTUS REQUIRED
BY SECTION 10(A)(3) OF THE SECURITIES ACT OR (B) REFLECTS FACTS OR EVENTS
REPRESENTING A MATERIAL OR FUNDAMENTAL CHANGE IN THE INFORMATION SET FORTH IN
THE REGISTRATION STATEMENT, THE INCORPORATION BY REFERENCE IN THE REGISTRATION
STATEMENT OF INFORMATION REQUIRED TO BE INCLUDED IN (A) AND (B) ABOVE TO BE
CONTAINED IN PERIODIC REPORTS FILED PURSUANT TO SECTION 13 OR 15(D) OF THE
EXCHANGE ACT;
(B)
FURNISH TO THE INVESTOR AND ANY OTHER HOLDER OF REGISTRABLE SECURITIES
PARTICIPATING IN SUCH REGISTRATION AND TO THE UNDERWRITERS OF THE SECURITIES
BEING REGISTERED SUCH REASONABLE NUMBER OF COPIES OF THE REGISTRATION STATEMENT,
PRELIMINARY PROSPECTUS, FINAL PROSPECTUS, AND SUCH OTHER DOCUMENTS AS SUCH
UNDERWRITERS MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE PUBLIC OFFERING
OF SUCH SECURITIES;
20
(C)
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND SUPPLEMENTS TO
SUCH REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH SUCH
REGISTRATION STATEMENTS AS MAY BE NECESSARY TO COMPLY WITH THE PROVISIONS OF THE
SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT FOR THE PERIOD SET FORTH IN PARAGRAPH (A) ABOVE;
(D)
NOTIFY EACH SELLER OF REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT AT ANY TIME WHEN A PROSPECTUS RELATING THERETO IS
REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT OF THE HAPPENING OF ANY EVENT
AS A RESULT OF WHICH THE PROSPECTUS INCLUDED IN SUCH REGISTRATION STATEMENT, AS
THEN IN EFFECT, INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO
STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING OR INCOMPLETE IN THE LIGHT OF THE
CIRCUMSTANCES THEN EXISTING, AND AT THE REQUEST OF ANY SUCH SELLER, PREPARE AND
FURNISH TO SUCH SELLER A REASONABLE NUMBER OF COPIES OF A SUPPLEMENT TO OR AN
AMENDMENT OF SUCH PROSPECTUS AS MAY BE NECESSARY