OF SUCH REGISTRATION NOTICE) THE REQUISITE REGISTRATION
STATEMENT TO EFFECT SUCH REGISTRATION, WHICH REGISTRATION STATEMENT SHALL COMPLY
AS TO FORM IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE APPLICABLE FORM
AND INCLUDE ALL FINANCIAL STATEMENTS REQUIRED BY THE COMMISSION TO BE FILED
THEREWITH, AND THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE SUCH
REGISTRATION STATEMENT TO BECOME EFFECTIVE; PROVIDED, HOWEVER, THAT BEFORE
FILING A REGISTRATION STATEMENT OR PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS
THERETO, OR COMPARABLE STATEMENTS UNDER SECURITIES OR BLUE SKY LAWS OF ANY
JURISDICTION,
4
the Company shall (i) provide a Selling Holder with an adequate and appropriate
opportunity to participate in the preparation of such Registration Statement and
each Prospectus included therein (and each amendment or supplement thereto or
comparable statement) to be filed with the Commission and (ii) not file any such
Registration Statement or Prospectus (or amendment or supplement thereto or
comparable statement) with the Commission to which such Holder's counsel or any
underwriter shall have reasonably objected on the grounds that such filing does
not comply in all material respects with the requirements of the Act or of the
rules or regulations thereunder;
(B)
PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND
SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION
THEREWITH AS MAY BE NECESSARY (I) TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE
AND (II) TO COMPLY WITH THE PROVISIONS OF THE ACT WITH RESPECT TO THE
DISPOSITION OF THE REDEMPTION SHARES COVERED BY SUCH REGISTRATION STATEMENT, IN
EACH CASE UNTIL SUCH TIME AS ALL OF SUCH REDEMPTION SHARES HAVE BEEN DISPOSED OF
IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE SELLER(S) THEREOF
SET FORTH IN SUCH REGISTRATION STATEMENT; PROVIDED, THAT EXCEPT WITH RESPECT TO
ANY SHELF REGISTRATION, SUCH PERIOD NEED NOT EXTEND BEYOND NINE MONTHS AFTER THE
EFFECTIVE DATE OF THE REGISTRATION STATEMENT; AND PROVIDED FURTHER, THAT WITH
RESPECT TO ANY SHELF REGISTRATION, SUCH PERIOD NEED NOT EXTEND BEYOND THE TIME
PERIOD PROVIDED IN SECTION 3.1(A), AND WHICH PERIODS, IN ANY EVENT, SHALL
TERMINATE WHEN ALL THE REDEMPTION SHARES COVERED BY SUCH REGISTRATION STATEMENT
HAVE BEEN SOLD (BUT NOT BEFORE THE EXPIRATION OF THE TIME PERIOD REFERRED TO IN
SECTION 4(3) OF THE ACT AND RULE 174 THEREUNDER, IF APPLICABLE);
(C)
FURNISH, WITHOUT CHARGE, TO EACH SELLING HOLDER AND EACH
UNDERWRITER, IF ANY, OF THE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT,
SUCH NUMBER OF COPIES OF SUCH REGISTRATION STATEMENT, EACH AMENDMENT AND
SUPPLEMENT THERETO (IN EACH CASE INCLUDING ALL EXHIBITS), AND THE PROSPECTUS
INCLUDED IN SUCH REGISTRATION STATEMENT (INCLUDING EACH PRELIMINARY PROSPECTUS)
IN CONFORMITY WITH THE REQUIREMENTS OF THE ACT, AND OTHER DOCUMENTS, AS SUCH
HOLDER AND SUCH UNDERWRITER MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE
PUBLIC SALE OR OTHER DISPOSITION OF THE REDEMPTION SHARES OWNED BY THE HOLDER;
(D)
PRIOR TO ANY PUBLIC OFFERING OF REDEMPTION SHARES, USE ITS
REASONABLE BEST EFFORTS TO REGISTER OR QUALIFY THE REDEMPTION SHARES COVERED BY
SUCH REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR BLUE SKY LAWS