CONTINUOUSLY EFFECTIVE AS TO 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
9
ANY REQUIRED PROSPECTUS SUPPLEMENT, AND AS SO SUPPLEMENTED OR AMENDED TO BE
FILED PURSUANT TO RULE 424; AND (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 THAT PERTAINS TO THE
HOLDERS AS "SELLING STOCKHOLDERS" BUT NOT ANY COMMENTS THAT WOULD RESULT IN THE
DISCLOSURE TO THE HOLDERS OF MATERIAL AND NON-PUBLIC INFORMATION CONCERNING THE
COMPANY.
(C)
THE COMPANY WILL 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.
(D)
THE COMPANY WILL NOTIFY THE HOLDERS AS PROMPTLY AS REASONABLY
PRACTICABLE (AND, IN THE CASE OF (I)(A) BELOW, NOT LESS THAN THREE TRADING DAYS
PRIOR TO SUCH FILING) AND (IF REQUESTED BY ANY SUCH PERSON) CONFIRM SUCH NOTICE
IN WRITING NO LATER THAN ONE TRADING DAY FOLLOWING THE DAY: (I)(A) WHEN A
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT 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 THAT PERTAIN TO THE HOLDERS AS
"SELLING STOCKHOLDERS" OR TO THE PLAN OF DISTRIBUTION, BUT NOT INFORMATION WHICH
THE COMPANY BELIEVES WOULD CONSTITUTE MATERIAL AND NON-PUBLIC INFORMATION); 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; AND (V) OF THE OCCURRENCE OF
(BUT NOT THE NATURE OR DETAILS CONCERNING) ANY EVENT OR PASSAGE OF TIME THAT
MAKES THE FINANCIAL STATEMENTS INCLUDED IN A