ACTUALLY BEEN EXCHANGED THEREUNDER.
(B)
PRIOR TO FILING A REGISTRATION STATEMENT OR
PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO, THE COMPANY SHALL, IF
REQUESTED, FURNISH TO EACH REGISTERING COVERED PERSON AND EACH UNDERWRITER, IF
ANY, OF THE REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT COPIES
OF SUCH REGISTRATION STATEMENT AS PROPOSED TO BE FILED, AND THEREAFTER THE
COMPANY SHALL FURNISH TO SUCH REGISTERING COVERED PERSON AND UNDERWRITER, IF
ANY, SUCH NUMBER OF COPIES OF SUCH REGISTRATION STATEMENT, EACH AMENDMENT AND
SUPPLEMENT THERETO (IN EACH CASE INCLUDING ALL EXHIBITS THERETO AND DOCUMENTS
INCORPORATED BY REFERENCE THEREIN), THE PROSPECTUS INCLUDED IN SUCH
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REGISTRATION STATEMENT (INCLUDING EACH PRELIMINARY PROSPECTUS AND ANY SUMMARY
PROSPECTUS) AND ANY OTHER PROSPECTUS FILED UNDER RULE 424 OR RULE 430A UNDER THE
SECURITIES ACT AND SUCH OTHER DOCUMENTS AS SUCH REGISTERING COVERED PERSON OR
UNDERWRITER MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE
REGISTRABLE SECURITIES OWNED BY SUCH REGISTERING COVERED PERSON.
THE
REGISTERING COVERED PERSON SHALL HAVE THE RIGHT TO REQUEST THAT THE COMPANY
MODIFY ANY INFORMATION CONTAINED IN SUCH REGISTRATION STATEMENT, AMENDMENT AND
SUPPLEMENT THERETO PERTAINING TO SUCH REGISTERING COVERED PERSON AND THE COMPANY
SHALL USE ITS ALL COMMERCIALLY REASONABLE EFFORTS TO COMPLY WITH SUCH REQUEST,
PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT HAVE ANY OBLIGATION TO SO MODIFY
ANY INFORMATION IF THE COMPANY REASONABLY EXPECTS THAT SO DOING WOULD CAUSE THE
PROSPECTUS TO CONTAIN AN 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 NOT MISLEADING.
(C)
AFTER THE FILING OF THE REGISTRATION
STATEMENT, THE COMPANY SHALL (I) CAUSE THE RELATED PROSPECTUS TO BE SUPPLEMENTED
BY ANY REQUIRED PROSPECTUS SUPPLEMENT, AND, AS SO SUPPLEMENTED, TO BE FILED
PURSUANT TO RULE 424 UNDER THE SECURITIES ACT, (II) COMPLY WITH THE PROVISIONS
OF THE SECURITIES ACT WITH RESPECT TO THE DISPOSITION OF ALL REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT DURING THE APPLICABLE PERIOD
IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE REGISTERING
COVERED PERSON THEREOF SET FORTH IN SUCH REGISTRATION STATEMENT OR SUPPLEMENT TO
SUCH PROSPECTUS AND (III) PROMPTLY NOTIFY EACH REGISTERING COVERED PERSON
HOLDING REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT OF ANY
STOP ORDER ISSUED OR THREATENED BY THE SEC SUSPENDING THE EFFECTIVENESS OF SUCH
REGISTRATION STATEMENT OR ANY STATE SECURITIES COMMISSION AND TAKE ALL
COMMERCIALLY REASONABLE EFFORTS TO PREVENT THE ENTRY OF SUCH STOP ORDER OR TO
OBTAIN THE WITHDRAWAL OF SUCH ORDER IF ENTERED.
(D)
TO THE EXTENT ANY "FREE WRITING PROSPECTUS"
(AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) IS USED, THE COMPANY SHALL
FILE WITH THE SEC ANY FREE WRITING PROSPECTUS THAT IS REQUIRED TO BE FILED BY
THE COMPANY WITH THE SEC IN ACCORDANCE WITH THE SECURITIES ACT AND RETAIN ANY
FREE WRITING PROSPECTUS NOT REQUIRED TO BE FILED.
(E)
THE COMPANY SHALL USE ITS COMMERCIALLY
REASONABLE EFFORTS TO (I) REGISTER OR QUALIFY THE REGISTRABLE SECURITIES COVERED
BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR "BLUE