ANY JURISDICTION, OR THE 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 LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(D)
USE ITS 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, AT THE EARLIEST PRACTICABLE MOMENT.
6
(E)
FURNISH TO EACH 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) PROMPTLY AFTER THE FILING OF SUCH DOCUMENTS WITH THE
COMMISSION.
(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 SUCH THAT IT BECOMES EFFECTIVE AT 5:00 P.M. (NEW YORK CITY TIME) ON
SUCH EFFECTIVE DATE.
(G)
DELIVER TO EACH HOLDER, BY 9:00 A.M. (NEW
YORK CITY TIME) ON THE DAY FOLLOWING THE EFFECTIVE DATE, WITHOUT CHARGE, AN
ELECTRONIC COPY OF EACH PROSPECTUS OR PROSPECTUSES (INCLUDING EACH FORM OF
PROSPECTUS) AND EACH AMENDMENT OR SUPPLEMENT THERETO.
THE COMPANY HEREBY
CONSENTS TO THE USE OF SUCH PROSPECTUS AND EACH AMENDMENT OR SUPPLEMENT THERETO
BY EACH OF THE SELLING HOLDERS IN CONNECTION WITH THE OFFERING AND SALE OF THE
REGISTRABLE SECURITIES COVERED BY SUCH PROSPECTUS AND ANY AMENDMENT OR
SUPPLEMENT THERETO.
(H)
PRIOR TO ANY PUBLIC OFFERING OF REGISTRABLE
SECURITIES, TO REGISTER OR QUALIFY OR COOPERATE WITH THE SELLING HOLDERS IN
CONNECTION WITH THE REGISTRATION OR QUALIFICATION (OR EXEMPTION FROM SUCH
REGISTRATION OR QUALIFICATION) OF SUCH REGISTRABLE SECURITIES FOR OFFER AND SALE
UNDER THE SECURITIES OR BLUE SKY LAWS OF THE JURISDICTIONS WITHIN THE UNITED
STATES REASONABLY REQUESTED BY SUCH HOLDERS, INCLUDING, BUT NOT LIMITED TO, NEW
YORK, CALIFORNIA AND WISCONSIN, 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 NECESSARY OR ADVISABLE TO ENABLE THE DISPOSITION IN
SUCH JURISDICTIONS OF THE REGISTRABLE SECURITIES COVERED BY THE REGISTRATION
STATEMENTS.
(I)
COOPERATE WITH THE HOLDERS TO FACILITATE
THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING