STATEMENT AND THE PROSPECTUS
USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION
STATEMENT CONTINUOUSLY EFFECTIVE AS TO
5
THE APPLICABLE REGISTRABLE SECURITIES FOR ITS EFFECTIVENESS PERIOD AND PREPARE
AND FILE WITH THE COMMISSION SUCH ADDITIONAL REGISTRATION STATEMENTS IN ORDER TO
REGISTER FOR RESALE UNDER THE SECURITIES ACT ALL OF THE REGISTRABLE SECURITIES;
(II) CAUSE THE RELATED PROSPECTUS TO BE AMENDED OR SUPPLEMENTED BY ANY REQUIRED
PROSPECTUS SUPPLEMENT, AND AS SO SUPPLEMENTED OR AMENDED TO BE FILED PURSUANT TO
RULE 424; (III) RESPOND AS PROMPTLY AS REASONABLY POSSIBLE TO ANY COMMENTS
RECEIVED FROM THE COMMISSION WITH RESPECT TO EACH REGISTRATION STATEMENT OR ANY
AMENDMENT THERETO AND, AS PROMPTLY AS REASONABLY POSSIBLE PROVIDE THE HOLDERS
TRUE AND COMPLETE COPIES OF ALL CORRESPONDENCE FROM AND TO THE COMMISSION
RELATING TO SUCH REGISTRATION STATEMENT, EXCLUDING ANY COMMENTS THAT WOULD
RESULT IN THE DISCLOSURE TO THE HOLDERS OF MATERIAL AND NON-PUBLIC INFORMATION
CONCERNING THE COMPANY; AND (IV) COMPLY IN ALL MATERIAL RESPECTS WITH THE
PROVISIONS OF THE SECURITIES ACT AND THE EXCHANGE ACT WITH RESPECT TO THE
REGISTRATION STATEMENTS AND THE DISPOSITION OF ALL REGISTRABLE SECURITIES
COVERED BY EACH REGISTRATION STATEMENT.
(C)
NOTIFY THE HOLDERS AS PROMPTLY AS REASONABLY POSSIBLE (AND, IN THE
CASE OF CLAUSE (I)(A) BELOW, NOT LESS THAN FIVE TRADING DAYS PRIOR TO SUCH
FILING) AND CONFIRM SUCH NOTICE IN WRITING NO LATER THAN ONE TRADING DAY
FOLLOWING THE DAY: (I)(A) WHEN A PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT (BUT
ONLY TO THE EXTENT NOTICE IS REQUIRED UNDER SECTION 3(A) ABOVE) OR
POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT IS PROPOSED TO BE FILED;
(B) WHEN THE COMMISSION NOTIFIES THE COMPANY WHETHER THERE WILL BE A "REVIEW" OF
SUCH REGISTRATION STATEMENT AND WHENEVER THE COMMISSION COMMENTS IN WRITING ON
SUCH REGISTRATION STATEMENT (IN WHICH CASE THE COMPANY SHALL PROVIDE TRUE AND
COMPLETE COPIES THEREOF AND ALL WRITTEN RESPONSES THERETO TO EACH OF THE
HOLDERS, EXCLUDING INFORMATION THAT THE COMPANY BELIEVES WOULD CONSTITUTE
MATERIAL AND NON-PUBLIC INFORMATION REGARDING THE COMPANY); AND (C) WITH RESPECT
TO EACH REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT, WHEN THE SAME
HAS BEEN DECLARED EFFECTIVE; (II) OF ANY REQUEST BY THE COMMISSION OR ANY OTHER
FEDERAL OR STATE GOVERNMENTAL AUTHORITY FOR AMENDMENTS OR SUPPLEMENTS TO A
REGISTRATION STATEMENT OR PROSPECTUS OR FOR ADDITIONAL INFORMATION THAT PERTAINS
TO THE HOLDERS AS SELLING STOCKHOLDERS OR THE PLAN OF DISTRIBUTION; (III) OF THE
ISSUANCE BY THE COMMISSION OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF A
REGISTRATION STATEMENT COVERING ANY OR ALL OF THE REGISTRABLE SECURITIES 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
OR EXEMPTION FROM QUALIFICATION OF ANY OF THE REGISTRABLE SECURITIES FOR SALE IN
ANY JURISDICTION, OR THE INITIATION OR THREATENING OF ANY PROCEEDING FOR SUCH
PURPOSE; (V) OF THE OCCURRENCE OF ANY EVENT OR PASSAGE OF TIME THAT MAKES THE
FINANCIAL STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN A REGISTRATION
STATEMENT INELIGIBLE FOR INCLUSION OR INCORPORATION