COMPANY IS
OBLIGATED TO FILE A REGISTRATION STATEMENT WITH THE SEC PURSUANT TO
SECTION 2(A) OR 2(E), THE COMPANY WILL USE ITS BEST EFFORTS TO EFFECT THE
REGISTRATION OF THE REGISTRABLE SECURITIES IN ACCORDANCE WITH THE INTENDED
METHOD OF DISPOSITION THEREOF AND, PURSUANT THERETO, THE COMPANY SHALL HAVE THE
FOLLOWING OBLIGATIONS:
(A)
THE COMPANY SHALL PROMPTLY PREPARE AND FILE WITH THE SEC A
REGISTRATION STATEMENT WITH RESPECT TO THE APPLICABLE REGISTRABLE SECURITIES
(BUT IN NO EVENT LATER THAN THE APPLICABLE FILING DEADLINE) AND USE ITS BEST
EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT RELATING TO THE REGISTRABLE
SECURITIES TO BECOME EFFECTIVE AS SOON AS PRACTICABLE AFTER SUCH FILING (BUT IN
NO EVENT LATER THAN THE APPLICABLE EFFECTIVENESS DEADLINE).
NO LATER THAN THE
FIRST BUSINESS DAY AFTER SUCH REGISTRATION STATEMENT BECOMES EFFECTIVE, THE
COMPANY WILL FILE WITH THE SEC THE FINAL PROSPECTUS INCLUDED THEREIN PURSUANT TO
RULE 424 (OR SUCCESSOR THERETO) PROMULGATED UNDER THE 1933 ACT.
OTHER THAN
DURING ANY POST-EFFECTIVE PERIOD, THE COMPANY SHALL KEEP EACH REGISTRATION
STATEMENT EFFECTIVE PURSUANT TO RULE 415 AT ALL TIMES UNTIL THE EARLIER OF
(I) THE DATE AS OF WHICH THE INVESTORS MAY SELL ALL OF THE REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT WITHOUT RESTRICTION PURSUANT
TO RULE 144(K) (OR SUCCESSOR THERETO) PROMULGATED UNDER THE 1933 ACT OR (II) THE
DATE ON WHICH THE INVESTORS SHALL HAVE SOLD ALL THE REGISTRABLE SECURITIES
COVERED BY SUCH REGISTRATION STATEMENT (THE "REGISTRATION PERIOD").
SUCH
REGISTRATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY
PROSPECTUSES (PRELIMINARY, FINAL, SUMMARY OR FREE WRITING) CONTAINED THEREIN OR
RELATED THERETO SHALL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN, OR NECESSARY TO
MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE
MADE, NOT MISLEADING.
THE TERM "BEST EFFORTS" SHALL MEAN, AMONG OTHER THINGS,
THAT THE COMPANY (I) SHALL FILE A PRE-EFFECTIVE AMENDMENT AND OTHERWISE RESPOND
IN WRITING TO COMMENTS MADE BY THE SEC IN RESPECT OF A PARTICULAR REGISTRATION
STATEMENT WITHIN FIVE (5) BUSINESS DAYS
5
AFTER THE RECEIPT OF COMMENTS BY OR NOTICE FROM THE SEC THAT SUCH AMENDMENT IS
REQUIRED IN ORDER FOR SUCH REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE AND
(II) SHALL SUBMIT TO THE SEC, WITHIN TWO (2) BUSINESS DAYS AFTER THE COMPANY
LEARNS THAT NO REVIEW OF A PARTICULAR REGISTRATION STATEMENT WILL BE MADE BY THE
STAFF OF THE SEC OR THAT THE STAFF HAS NO FURTHER COMMENTS ON THE REGISTRATION
STATEMENT, AS THE CASE MAY BE, A REQUEST FOR ACCELERATION OF EFFECTIVENESS OF
SUCH REGISTRATION STATEMENT TO A TIME AND DATE NOT LATER THAN 48 HOURS AFTER THE
SUBMISSION OF SUCH REQUEST.
(B)
THE COMPANY SHALL PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS
(INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO A REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH SUCH REGISTRATION
STATEMENT, WHICH PROSPECTUS IS TO BE FILED PURSUANT TO RULE 424 PROMULGATED
UNDER THE 1933 ACT, AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT