OF THE RULES OR REGULATIONS THEREUNDER.
THE COMPANY SHALL USE ALL REASONABLE BEST EFFORTS TO REFLECT IN EACH SUCH
DOCUMENT, WHEN SO FILED WITH THE COMMISSION, SUCH COMMENTS AS SUCH HOLDERS
REASONABLY MAY PROPOSE.
(C)
THE COMPANY SHALL GIVE WRITTEN NOTICE TO THE HOLDERS:
7
(I)
WHEN THE REGISTRATION STATEMENT AND ANY AMENDMENT THERETO HAS BEEN FILED
WITH THE COMMISSION AND WHEN THE REGISTRATION STATEMENT OR ANY POST-EFFECTIVE
AMENDMENT THERETO HAS BECOME EFFECTIVE;
(II)
OF ANY WRITTEN REQUEST BY THE COMMISSION FOR AMENDMENTS OR SUPPLEMENTS TO
THE REGISTRATION STATEMENT OR THE PROSPECTUS INCLUDED THEREIN OR FOR ADDITIONAL
INFORMATION;
(III)
OF THE ISSUANCE BY THE COMMISSION OF ANY STOP ORDER SUSPENDING THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT OR THE INITIATION OF ANY PROCEEDINGS
FOR THAT PURPOSE;
(IV)
OF THE RECEIPT BY THE COMPANY OF ANY NOTIFICATION WITH RESPECT TO THE
SUSPENSION OF THE QUALIFICATION OF THE REGISTRABLE SECURITIES INCLUDED THEREIN
FOR SALE IN ANY STATE OR THE INITIATION OR THREATENING OF ANY PROCEEDING FOR
SUCH PURPOSE; AND
(V)
OF THE HAPPENING, DURING THE REGISTRATION PERIOD, OF ANY EVENT THAT
REQUIRES THE MAKING OF ANY CHANGES IN THE REGISTRATION STATEMENT OR THE
PROSPECTUS SO THAT, AS OF SUCH DATE, THE REGISTRATION STATEMENT AND THE
PROSPECTUS DO NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT AND DO NOT 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 (WHICH WRITTEN NOTICE SHALL BE
ACCOMPANIED BY AN INSTRUCTION TO SUSPEND THE USE OF THE PROSPECTUS UNTIL THE
REQUISITE CHANGES HAVE BEEN MADE).
(D)
THE COMPANY SHALL USE ALL REASONABLE BEST EFFORTS TO PREVENT THE
ISSUANCE, AND, IF ISSUED, TO OBTAIN THE WITHDRAWAL, OF ANY ORDER SUSPENDING THE
EFFECTIVENESS OF ANY REGISTRATION STATEMENT AT THE EARLIEST POSSIBLE TIME.
(E)
THE COMPANY SHALL FURNISH, UPON WRITTEN REQUEST, TO EACH
REQUESTING HOLDER INCLUDED WITHIN THE COVERAGE OF ANY SHELF REGISTRATION
STATEMENT, WITHOUT CHARGE, AT LEAST ONE ELECTRONIC OR PAPER COPY, AT THE
COMPANY'S OPTION, OF SUCH SHELF REGISTRATION STATEMENT AND ANY POST-EFFECTIVE
AMENDMENT THERETO (INCLUDING, TO ANY SUCH HOLDER WHO SO REQUESTS, ANY REPORTS OR
OTHER DOCUMENTS INCORPORATED THEREIN BY REFERENCE), INCLUDING FINANCIAL
STATEMENTS AND SCHEDULES INCLUDED THEREIN, AND, IF SUCH HOLDER SO REQUESTS, ALL
EXHIBITS (INCLUDING THOSE INCORPORATED BY REFERENCE).
(F)
THE COMPANY SHALL, DURING THE SHELF REGISTRATION PERIOD, DELIVER
TO EACH HOLDER INCLUDED WITHIN THE COVERAGE OF ANY SHELF REGISTRATION STATEMENT,
WITHOUT CHARGE, AS MANY ELECTRONIC OR PAPER COPIES, AT THE COMPANY'S OPTION, OF
THE PROSPECTUS (INCLUDING EACH PRELIMINARY PROSPECTUS) INCLUDED IN SUCH SHELF
REGISTRATION STATEMENT AND ANY AMENDMENT OR SUPPLEMENT THERETO AS SUCH HOLDER
MAY REASONABLY REQUEST; AND THE COMPANY CONSENTS TO THE USE (EXCEPT DURING
PERIODS WHILE THE COMPANY HAS SUSPENDED THE USE OF THE PROSPECTUS PURSUANT TO
SECTION 4(I)) OF SUCH PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO BY EACH
OF THE SELLING HOLDERS OF REGISTRABLE SECURITIES IN CONNECTION WITH THE OFFERING
AND SALE