REQUIRED IN THE EVENT THAT THE COMPANY PROMPTLY FILES A PROSPECTUS
SUPPLEMENT TO UPDATE THE PROSPECTUS OR A CURRENT REPORT ON FORM 8-K OR OTHER
APPROPRIATE EXCHANGE ACT REPORT THAT IS INCORPORATED BY REFERENCE INTO THE
REGISTRATION STATEMENT, WHICH, IN EITHER CASE, CONTAINS THE REQUISITE
INFORMATION WITH RESPECT TO SUCH EVENT, CONDITION OR INFORMATION THAT RESULTS IN
SUCH REGISTRATION STATEMENT NO LONGER CONTAINING ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMITTING TO STATE A MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS CONTAINED THEREIN NOT MISLEADING AND PROMPTLY FURNISHES TO THE
SELLING HOLDERS AND DESIGNATED COUNSEL A REASONABLE NUMBER OF COPIES OF SUCH
PROSPECTUS SUPPLEMENT) AND (IV) OF THE COMPANY'S DETERMINATION THAT A
POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT WOULD BE APPROPRIATE WHICH
NOTICE MAY IN ANY CASE, AT THE DISCRETION OF THE COMPANY STATE THAT IT
CONSTITUTES A NOTICE OF DEFERRAL UNDER SECTION 3(B) HEREOF.
(D)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO PREVENT THE ISSUANCE OF
ANY ORDER SUSPENDING THE EFFECTIVENESS OF A REGISTRATION STATEMENT OR OF ANY
ORDER PREVENTING OR SUSPENDING THE USE OF A PROSPECTUS AND, IF ANY SUCH ORDER IS
ISSUED, TO USE ITS COMMERCIALLY REASONABLE EFFORTS TO OBTAIN THE WITHDRAWAL OF
ANY SUCH ORDER AT THE EARLIEST POSSIBLE MOMENT OR IF ANY SUCH ORDER OR
SUSPENSION IS DURING ANY DEFERRAL PERIOD, AT THE EARLIEST POSSIBLE TIME AFTER
SUCH DEFERRAL PERIOD ENDS, AND PROVIDE PROMPT NOTICE TO THE SELLING HOLDERS OF
THE WITHDRAWAL OF ANY SUCH ORDER.
(E)
FURNISH AS PROMPTLY AS REASONABLY PRACTICABLE AFTER THE FILING OF
SUCH DOCUMENTS WITH THE SEC TO EACH SELLING HOLDER AND DESIGNATED COUNSEL, IF
ANY, UPON REQUEST AND AT THE SOLE EXPENSE OF THE COMPANY, SUCH NUMBER OF
CONFORMED COPIES OF THE REGISTRATION STATEMENT OR REGISTRATION STATEMENTS AND
EACH POST-EFFECTIVE AMENDMENT THERETO, INCLUDING FINANCIAL STATEMENTS AND
SCHEDULES, AND ALL DOCUMENTS INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN
BY REFERENCE AND ALL EXHIBITS AS SUCH SELLING HOLDER AND DESIGNATED COUNSEL MAY
REASONABLY REQUEST.
(F)
DELIVER DURING THE EFFECTIVENESS PERIOD (EXCEPT DURING ANY DEFERRAL
PERIOD) TO EACH SELLING HOLDER AND DESIGNATED COUNSEL, IF ANY, AT THE SOLE
EXPENSE OF THE COMPANY, AS MANY COPIES OF THE PROSPECTUS (INCLUDING EACH FORM OF
PRELIMINARY PROSPECTUS) AND EACH AMENDMENT OR SUPPLEMENT THERETO AND ANY
DOCUMENTS INCORPORATED BY REFERENCE
9
THEREIN AS SUCH PERSONS MAY REASONABLY REQUEST; AND, SUBJECT TO SECTIONS 4A(A)
AND 4A(C) HEREOF, THE COMPANY HEREBY CONSENTS (EXCEPT DURING ANY DEFERRAL
PERIOD) TO THE USE OF SUCH PROSPECTUS AND EACH AMENDMENT OR SUPPLEMENT THERETO
BY EACH OF THE SELLING HOLDERS OF REGISTRABLE SECURITIES AND DEALERS, IF ANY, IN
CONNECTION WITH THE OFFERING AND SALE OF THE REGISTRABLE SECURITIES COVERED BY
SUCH PROSPECTUS AND ANY AMENDMENT OR SUPPLEMENT THERETO IN THE MANNER SET FORTH
THEREIN.
(G)
CAUSE THE COMPANY'S COUNSEL TO PERFORM BLUE SKY LAW INVESTIGATIONS
AND TO FILE REGISTRATIONS AND QUALIFICATIONS REQUIRED TO BE FILED IN CONNECTION
WITH THE REGISTRATION OR QUALIFICATION (OR EXEMPTION FROM SUCH REGISTRATION OR
QUALIFICATION) OF SUCH REGISTRABLE SECURITIES OR OFFER AND SALE UNDER THE
SECURITIES OR BLUE