OWNER (AS DEFINED IN RULE 13D-3 UNDER THE EXCHANGE ACT) OF NEW
SECURITIES RECEIVED BY SUCH BROKER-DEALER IN THE REGISTERED EXCHANGE OFFER,
WHETHER SUCH POSITIONS OR POLICIES HAVE BEEN PUBLICLY DISSEMINATED BY THE STAFF
OF THE COMMISSION OR SUCH POSITIONS OR POLICIES, IN THE REASONABLE JUDGMENT OF
THE REPRESENTATIVES BASED UPON ADVICE OF COUNSEL (WHICH MAY BE IN HOUSE
COUNSEL), REPRESENT THE PREVAILING VIEWS OF THE STAFF OF THE COMMISSION; AND
(V)
IN THE CASE OF A SHELF REGISTRATION STATEMENT, INCLUDE THE NAMES
OF THE HOLDERS THAT PROPOSE TO SELL SECURITIES PURSUANT TO THE SHELF
REGISTRATION STATEMENT AS SELLING SECURITY HOLDERS.
(B)
THE COMPANY SHALL ADVISE THE REPRESENTATIVES, THE HOLDERS OF
SECURITIES COVERED BY ANY SHELF REGISTRATION STATEMENT (BUT ONLY TO SUCH HOLDERS
AS ARE NAMED AS SELLING SECURITY HOLDERS IN THE PROSPECTUS FORMING PART OF SUCH
SHELF REGISTRATION STATEMENT OR IN A SUPPLEMENT TO SUCH PROSPECTUS) AND ANY
EXCHANGING DEALER UNDER ANY EXCHANGE OFFER REGISTRATION STATEMENT THAT HAS
PROVIDED IN WRITING TO THE COMPANY A TELEPHONE OR FACSIMILE NUMBER AND ADDRESS
FOR NOTICES, AND, IF REQUESTED BY ANY REPRESENTATIVE OR ANY SUCH HOLDER OR
EXCHANGING DEALER, SHALL CONFIRM SUCH ADVICE IN WRITING (WHICH NOTICE PURSUANT
TO CLAUSES (II)-(V) HEREOF SHALL BE ACCOMPANIED BY AN INSTRUCTION TO SUSPEND THE
USE OF THE PROSPECTUS UNTIL THE COMPANY SHALL HAVE REMEDIED THE BASIS FOR SUCH
SUSPENSION):
(I)
WHEN A REGISTRATION STATEMENT AND ANY AMENDMENT THERETO HAS BEEN
FILED WITH THE COMMISSION AND WHEN THE REGISTRATION STATEMENT OR ANY
POST-EFFECTIVE AMENDMENT THERETO HAS BECOME EFFECTIVE;
(II)
OF ANY REQUEST BY THE COMMISSION FOR ANY AMENDMENT OR SUPPLEMENT
TO THE REGISTRATION STATEMENT OR THE PROSPECTUS OR FOR ADDITIONAL INFORMATION;
(III)
OF THE ISSUANCE BY THE COMMISSION OF ANY STOP ORDER SUSPENDING
THE EFFECTIVENESS OF THE REGISTRATION STATEMENT OR THE INSTITUTION OF ANY
PROCEEDING FOR THAT PURPOSE;
(IV)
OF THE RECEIPT BY THE COMPANY OF ANY NOTIFICATION WITH RESPECT TO
THE SUSPENSION OF THE QUALIFICATION OF THE SECURITIES INCLUDED THEREIN FOR SALE
IN ANY JURISDICTION OR THE INSTITUTION OR THREATENING OF ANY PROCEEDING FOR SUCH
PURPOSE; AND
9
(V)
UNLESS NOTICE HAS BEEN PROVIDED PURSUANT TO
SECTION 4(J)(II) HERETO, OF THE HAPPENING OF ANY EVENT THAT REQUIRES ANY CHANGE
IN THE REGISTRATION STATEMENT OR THE PROSPECTUS SO THAT, AS OF SUCH DATE, THEY
(A) DO NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT AND (B) DO NOT OMIT
TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN (IN THE CASE OF THE PROSPECTUS, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE) NOT MISLEADING.
(C)
THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO
PREVENT THE ISSUANCE OF ANY ORDER SUSPENDING THE EFFECTIVENESS OF ANY
REGISTRATION STATEMENT OR THE QUALIFICATION OF THE SECURITIES THEREIN FOR SALE
IN ANY JURISDICTION AND, IF ISSUED, TO OBTAIN AS SOON AS POSSIBLE THE WITHDRAWAL
THEREOF.
(D)
THE COMPANY SHALL FURNISH TO EACH HOLDER OF SECURITIES COVERED BY
ANY SHELF REGISTRATION STATEMENT, WITHOUT CHARGE, AT LEAST ONE COPY