Registrable Securities in accordance with the provisions
hereof.
4.
REGISTRATION PROCEDURES.
IN CONNECTION
WITH THE REGISTRATION OBLIGATIONS OF THE COMPANY UNDER SECTION 2 HEREOF, DURING
THE EFFECTIVENESS PERIOD, THE COMPANY SHALL:
(A)
PREPARE AND FILE WITH THE COMMISSION A
REGISTRATION STATEMENT OR REGISTRATION STATEMENTS ON ANY APPROPRIATE FORM UNDER
THE SECURITIES ACT AVAILABLE FOR THE SALE OF THE REGISTRABLE SECURITIES BY THE
HOLDERS THEREOF IN ACCORDANCE WITH THE REASONABLY REQUESTED METHOD OR METHODS OF
DISTRIBUTION THEREOF, AND USE ITS REASONABLE BEST EFFORTS TO CAUSE EACH SUCH
REGISTRATION STATEMENT TO BECOME EFFECTIVE AND REMAIN EFFECTIVE AS
6
PROVIDED HEREIN; PROVIDED THAT BEFORE FILING ANY REGISTRATION STATEMENT OR
PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS THERETO WITH THE COMMISSION, THE
COMPANY SHALL FURNISH TO THE INITIAL PURCHASERS AND THE SPECIAL COUNSEL OF SUCH
OFFERING, IF ANY, COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE FILED AT LEAST
THREE (3) BUSINESS DAYS PRIOR TO THE FILING OF SUCH REGISTRATION STATEMENT OR
AMENDMENT THERETO OR PROSPECTUS OR SUPPLEMENT THERETO; PROVIDED, FURTHER, THAT
THE DOCUMENTS REQUIRED TO BE FILED PURSUANT TO SECTION 2(D) SHALL BE FURNISHED
INSTEAD TO THE INITIAL PURCHASERS AND THE SPECIAL COUNSEL NOT LATER THAN ONE (1)
BUSINESS DAY PRIOR TO THE FILING THEREOF.
THE COMPANY SHALL USE ITS REASONABLE
BEST EFFORTS TO REFLECT IN EACH SUCH DOCUMENT, WHEN SO FILED WITH THE
COMMISSION, SUCH COMMENTS AS THE INITIAL PURCHASERS AND THE SPECIAL COUNSEL MAY
REASONABLY PROPOSE.
(B)
SUBJECT TO SECTION 4(H), PREPARE AND FILE
WITH THE COMMISSION SUCH AMENDMENTS AND POST-EFFECTIVE AMENDMENTS TO EACH
REGISTRATION STATEMENT AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT
CONTINUOUSLY EFFECTIVE FOR THE APPLICABLE PERIOD SPECIFIED IN SECTION 2(A);
CAUSE THE RELATED PROSPECTUS TO BE SUPPLEMENTED BY ANY REQUIRED PROSPECTUS
SUPPLEMENT, AND AS SO SUPPLEMENTED TO BE FILED PURSUANT TO RULE 424 (OR ANY
SIMILAR PROVISIONS THEN IN FORCE) UNDER THE SECURITIES ACT; AND USE ITS
REASONABLE BEST EFFORTS TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT
APPLICABLE TO IT WITH RESPECT TO THE DISPOSITION OF ALL SECURITIES COVERED BY
SUCH REGISTRATION STATEMENT DURING THE EFFECTIVENESS PERIOD IN ACCORDANCE WITH
THE INTENDED METHODS OF DISPOSITION BY THE SELLERS THEREOF SET FORTH IN SUCH
REGISTRATION STATEMENT AS SO AMENDED OR SUCH PROSPECTUS AS SO SUPPLEMENTED.
(C)
AS PROMPTLY AS REASONABLY PRACTICABLE GIVE
NOTICE TO THE NOTICE HOLDERS, THE INITIAL PURCHASERS AND THE SPECIAL COUNSEL,
(I) WHEN ANY PROSPECTUS, PROSPECTUS SUPPLEMENT, REGISTRATION STATEMENT OR
POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT HAS BEEN FILED WITH THE
COMMISSION AND, WITH RESPECT TO A REGISTRATION STATEMENT OR ANY POST-EFFECTIVE
AMENDMENT, WHEN THE SAME HAS BEEN DECLARED EFFECTIVE, (II) OF ANY REQUEST,
FOLLOWING THE EFFECTIVENESS OF THE INITIAL SHELF REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, BY THE COMMISSION OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL
AUTHORITY FOR AMENDMENTS OR SUPPLEMENTS TO ANY REGISTRATION STATEMENT OR RELATED
PROSPECTUS OR FOR ADDITIONAL INFORMATION, (III) OF THE ISSUANCE BY THE
COMMISSION OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL AUTHORITY OF ANY STOP
ORDER SUSPENDING THE EFFECTIVENESS OF ANY REGISTRATION STATEMENT OR THE
INITIATION