THAN THE 20TH DAY AFTER THE ISSUANCE
OF A PRESS RELEASE BY THE COMPANY ANNOUNCING THE INITIAL FILING OF THE SHELF
REGISTRATION STATEMENT, FURNISH THE COMPLETED QUESTIONNAIRE AND SUCH OTHER
INFORMATION THAT THE COMPANY MAY REASONABLY REQUEST IN WRITING (IT BEING
UNDERSTOOD, WITHOUT LIMITATION, THAT ANY REQUESTS BY THE COMPANY MADE AT THE
BEHEST OR REQUEST OF THE SEC SHALL BE DEEMED TO MEET THIS STANDARD), IF ANY, TO
THE COMPANY IN WRITING AND THE COMPANY WILL INCLUDE THE INFORMATION FROM THE
COMPLETED QUESTIONNAIRE AND SUCH OTHER INFORMATION, IF ANY, IN THE SHELF
REGISTRATION STATEMENT AND THE PROSPECTUS IN A MANNER SO THAT UPON EFFECTIVENESS
OF THE SHELF REGISTRATION STATEMENT THE HOLDER WILL BE PERMITTED TO DELIVER THE
PROSPECTUS TO PURCHASERS OF THE HOLDER'S REGISTRABLE SECURITIES.
IN THE CASE OF
AN AUTOMATIC SHELF REGISTRATION STATEMENT, THE COMPANY WILL ISSUE A PRESS
RELEASE SOLICITING COMPLETED QUESTIONNAIRES IN ADVANCE OF THE FILING AND
EFFECTIVENESS OF THE REGISTRATION STATEMENT, OR PROMPTLY AFTER THE FILING AND
EFFECTIVENESS OF THE REGISTRATION STATEMENT, SO LONG AS HOLDERS HAVE AT LEAST 20
DAYS FOLLOWING THE ISSUANCE OF SUCH PRESS RELEASE TO FURNISH THEIR WRITTEN
QUESTIONNAIRES TO THE COMPANY.
FROM AND AFTER THE DATE THAT THE SHELF
REGISTRATION STATEMENT BECOMES EFFECTIVE OR IS FIRST DECLARED EFFECTIVE BY THE
SEC, UPON RECEIPT OF A COMPLETED QUESTIONNAIRE AND SUCH OTHER INFORMATION THAT
THE COMPANY MAY REASONABLY REQUEST IN WRITING, IF ANY, THE COMPANY WILL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO FILE WITHIN 20 BUSINESS DAYS ANY AMENDMENTS
OR SUPPLEMENTS TO THE SHELF REGISTRATION STATEMENT NECESSARY FOR SUCH HOLDER TO
BE NAMED AS A SELLING SECURITYHOLDER IN THE PROSPECTUS CONTAINED THEREIN TO
PERMIT SUCH HOLDER TO
5
deliver the Prospectus to purchasers of the Holder's Securities (subject to the
Company's right to suspend the Shelf Registration Statement as described in
Section 2.5 below); provided, however, that the Shelf Registration Statement
shall include the disclosure required by Rule 430B under the 1933 Act in order
to enable the Company to add selling securityholders on to the Shelf
Registration Statement pursuant to the filing of prospectus supplements.
The
Company shall not be required to file more than one such amendment to the Shelf
Registration Statement in any calendar quarter for all such Holders.
Holders
that do not deliver a completed written Questionnaire and such other
information, as provided for in this Section 2.1(d), will not be named as
selling securityholders in the Prospectus.
Each Holder named as a selling
securityholder in the Prospectus agrees to promptly furnish to the Company all
information required to be disclosed in order to make information previously
furnished to the Company by the Holder not materially misleading and any other
information regarding such Holder and the distribution of such Holder's
Registrable Securities as the Company may from time to time reasonably request
in writing.
(E)
EACH HOLDER AGREES NOT TO SELL ANY REGISTRABLE SECURITIES PURSUANT TO THE
SHELF REGISTRATION STATEMENT WITHOUT DELIVERING, OR CAUSING TO BE DELIVERED, A
PROSPECTUS TO THE PURCHASER THEREOF AND, FOLLOWING TERMINATION OF