QUALIFICATION OF ANY OF THE REGISTRABLE SECURITIES FOR SALE IN ANY
JURISDICTION, OR THE
6
INITIATION OR THREATENING OF ANY PROCEEDING FOR SUCH PURPOSE; AND (V) OF THE
OCCURRENCE OF ANY EVENT OR PASSAGE OF TIME THAT MAKES THE FINANCIAL STATEMENTS
INCLUDED IN A REGISTRATION STATEMENT INELIGIBLE FOR INCLUSION THEREIN OR ANY
STATEMENT MADE IN SUCH REGISTRATION STATEMENT OR PROSPECTUS OR ANY DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE UNTRUE IN ANY
MATERIAL RESPECT OR THAT REQUIRES ANY REVISIONS TO SUCH REGISTRATION STATEMENT,
PROSPECTUS OR OTHER DOCUMENTS SO THAT, IN THE CASE OF SUCH REGISTRATION
STATEMENT OR THE PROSPECTUS, AS THE CASE MAY BE, IT WILL NOT CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN (IN THE CASE OF ANY
PROSPECTUS, FORM OF PROSPECTUS OR SUPPLEMENT THERETO, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE), NOT MISLEADING.
(D)
USE REASONABLE BEST EFFORTS TO AVOID THE ISSUANCE OF, OR, IF
ISSUED, OBTAIN THE WITHDRAWAL OF (I) ANY ORDER SUSPENDING THE EFFECTIVENESS OF A
REGISTRATION STATEMENT, OR (II) ANY SUSPENSION OF THE QUALIFICATION (OR
EXEMPTION FROM QUALIFICATION) OF ANY OF THE REGISTRABLE SECURITIES FOR SALE IN
ANY JURISDICTION, AS SOON AS PRACTICABLE.
(E)
IF REQUESTED BY A HOLDER, FURNISH TO SUCH HOLDER, WITHOUT CHARGE,
AT LEAST ONE CONFORMED COPY OF EACH REGISTRATION STATEMENT AND EACH AMENDMENT
THERETO AND ALL EXHIBITS TO THE EXTENT REQUESTED BY SUCH PERSON (INCLUDING THOSE
PREVIOUSLY FURNISHED OR INCORPORATED BY REFERENCE) PROMPTLY AFTER THE FILING OF
SUCH DOCUMENTS WITH THE COMMISSION; PROVIDED, THAT THE COMPANY SHALL HAVE NO
OBLIGATION TO PROVIDE ANY DOCUMENT PURSUANT TO THIS CLAUSE THAT IS AVAILABLE ON
THE COMMISSION'S EDGAR SYSTEM.
(F)
UPON NOTIFICATION BY THE COMMISSION THAT A REGISTRATION STATEMENT
WILL NOT BE REVIEWED OR IS NO LONGER SUBJECT TO FURTHER REVIEW AND COMMENTS, THE
COMPANY SHALL REQUEST ACCELERATION OF SUCH REGISTRATION STATEMENT WITHIN FIVE
(5) BUSINESS DAYS AFTER RECEIPT OF SUCH NOTICE SUCH THAT IT BECOMES EFFECTIVE NO
LATER THAN 5:00 P.M. NEW YORK CITY TIME ON THE EFFECTIVE DATE AND FILE A
PROSPECTUS SUPPLEMENT FOR ANY REGISTRATION STATEMENT, WHETHER OR NOT IT IS
REQUIRED UNDER RULE 424 (OR OTHERWISE), BY 9:00 A.M. NEW YORK CITY TIME THE DAY
AFTER THE EFFECTIVE DATE.
(G)
PRIOR TO ANY PUBLIC OFFERING OF REGISTRABLE SECURITIES, REGISTER
OR QUALIFY SUCH REGISTRABLE SECURITIES FOR OFFER AND SALE UNDER THE SECURITIES
OR BLUE SKY LAWS OF SUCH JURISDICTIONS WITHIN THE UNITED STATES AS ANY HOLDER
REASONABLY REQUESTS IN WRITING, TO KEEP EACH SUCH REGISTRATION OR QUALIFICATION
(OR EXEMPTION THEREFROM) EFFECTIVE DURING THE EFFECTIVENESS PERIOD AND TO DO ANY
AND ALL OTHER ACTS OR THINGS REASONABLY NECESSARY TO ENABLE THE DISPOSITION IN
SUCH JURISDICTIONS OF THE REGISTRABLE SECURITIES COVERED BY THE REGISTRATION
STATEMENTS; PROVIDED, THAT THE COMPANY SHALL NOT BE REQUIRED TO QUALIFY
GENERALLY TO DO BUSINESS IN ANY JURISDICTION WHERE IT IS NOT THEN SO QUALIFIED
OR TO TAKE ANY ACTION THAT WOULD