SHALL USE ITS
REASONABLE BEST EFFORTS TO CAUSE THE REGISTRATION STATEMENT TO BECOME EFFECTIVE
OR TO PROMPTLY AMEND OR SUPPLEMENT THE REGISTRATION STATEMENT ON A
POST-EFFECTIVE BASIS OR TO TAKE SUCH ACTION AS IS NECESSARY TO MAKE RESUMED USE
OF THE REGISTRATION STATEMENT, SO AS TO PERMIT THE HOLDERS TO RESUME SALES OF
THE REGISTRABLE SECURITIES AS SOON AS POSSIBLE.
(II)
NO HOLDER SHALL EFFECT ANY SALES OF THE REGISTRABLE SECURITIES
3
PURSUANT TO SUCH REGISTRATION STATEMENT (OR SUCH FILINGS) AT ANY TIME AFTER IT
HAS RECEIVED A SUSPENSION NOTICE FROM THE COMPANY AND PRIOR TO RECEIPT OF AN END
OF SUSPENSION NOTICE (AS DEFINED BELOW).
IF SO DIRECTED BY THE COMPANY, EACH
HOLDER WILL DELIVER TO THE COMPANY ALL COPIES (OTHER THAN PERMANENT FILE COPIES)
THEN IN SUCH HOLDER'S POSSESSION OF THE PROSPECTUS COVERING THE REGISTRABLE
SECURITIES AT THE TIME OF RECEIPT OF THE SUSPENSION NOTICE.
ANY HOLDER MAY
RECOMMENCE EFFECTING SALES OF THE REGISTRABLE SECURITIES PURSUANT TO THE
REGISTRATION STATEMENT (OR SUCH FILINGS) FOLLOWING FURTHER NOTICE TO SUCH EFFECT
(AN "END OF SUSPENSION NOTICE") FROM THE COMPANY, WHICH END OF SUSPENSION NOTICE
SHALL BE GIVEN BY THE COMPANY TO THE HOLDERS IN THE MANNER DESCRIBED ABOVE
PROMPTLY FOLLOWING THE CONCLUSION OF ANY SUSPENSION EVENT AND ITS EFFECT.
UNTIL
THE END OF SUSPENSION NOTICE IS SO GIVEN TO THE HOLDERS, THE COMPANY'S
OBLIGATIONS UNDER SECTION 3 TO UPDATE OR KEEP CURRENT THE REGISTRATION STATEMENT
AND THE HOLDERS' RIGHT TO SELL REGISTRABLE SECURITIES PURSUANT TO THE
REGISTRATION STATEMENT SHALL BE SUSPENDED, PROVIDED THAT SUCH SUSPENSION SHALL
NOT EXCEED THE PERIODS SPECIFIED IN SECTION 2(C)(I) ABOVE.
(D)
THE COMPANY SHALL BE ENTITLED TO INCLUDE IN THE REGISTRATION STATEMENT
FILED OR TO BE FILED BY THE COMPANY PURSUANT TO SECTION 2(A) ABOVE SHARES OF THE
CAPITAL STOCK OF THE COMPANY TO BE SOLD BY THE COMPANY FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF ANY OTHER SHAREHOLDER OF THE COMPANY EXCEPT AS AND TO THE
EXTENT THAT, SUCH INCLUSION WOULD REDUCE THE NUMBER OF REGISTRABLE SECURITIES
REGISTERED ON SUCH REGISTRATION STATEMENT.
3.
FURTHER OBLIGATIONS OF THE COMPANY.
IN CONNECTION WITH THE REGISTRATION
STATEMENT, THE COMPANY AGREES THAT IT SHALL ALSO USE ITS REASONABLE BEST EFFORTS
TO DO THE FOLLOWING:
(A)
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND
POST-EFFECTIVE AMENDMENTS TO THE REGISTRATION STATEMENT AND THE PROSPECTUS USED
IN CONNECTION THEREWITH AS MAY BE NECESSARY UNDER APPLICABLE LAW TO KEEP SUCH
REGISTRATION STATEMENT EFFECTIVE FOR THE APPLICABLE PERIOD; AND CAUSE EACH
PROSPECTUS TO BE SUPPLEMENTED BY ANY REQUIRED PROSPECTUS SUPPLEMENT OR ISSUER
FREE WRITING PROSPECTUS (AS DEFINED IN RULE 433(H) UNDER THE SECURITIES ACT),
AND CAUSE THE PROSPECTUS AS SO SUPPLEMENTED OR ANY SUCH ISSUER FREE WRITING
PROSPECTUS, AS THE CASE MAY BE, TO BE FILED PURSUANT TO RULE 424 OR RULE 433,
RESPECTIVELY (OR ANY SIMILAR PROVISION THEN IN FORCE) UNDER THE SECURITIES ACT
AND TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT, THE EXCHANGE ACT AND
THE RULES AND REGULATIONS APPLICABLE TO IT WITH RESPECT TO