of the
Registrable Securities to be included in the Registration Statement filed
pursuant to Section 2(a), or for any other reason any outstanding Registrable
Securities are not then covered by an effective Registration Statement, then the
Company shall prepare and file by the Filing Date for such Registration
Statement, an additional Registration Statement covering the resale of all
Registrable Securities not already covered by an existing and effective
Registration Statement for
3
AN OFFERING TO BE MADE ON A CONTINUOUS BASIS PURSUANT TO RULE 415, ON FORM S-3
(EXCEPT IF THE COMPANY IS NOT THEN ELIGIBLE TO REGISTER FOR RESALE THE
REGISTRABLE SECURITIES ON FORM S-3, IN WHICH CASE SUCH REGISTRATION SHALL BE ON
ANOTHER APPROPRIATE FORM FOR SUCH PURPOSE).
EACH SUCH REGISTRATION STATEMENT
SHALL CONTAIN (EXCEPT IF OTHERWISE REQUIRED PURSUANT TO WRITTEN COMMENTS
RECEIVED FROM THE COMMISSION UPON A REVIEW OF SUCH REGISTRATION STATEMENT) THE
"PLAN OF DISTRIBUTION" ATTACHED HERETO AS ANNEX A.
THE COMPANY SHALL CAUSE EACH
SUCH REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE UNDER THE SECURITIES ACT AS
SOON AS POSSIBLE BUT, IN ANY EVENT, BY ITS EFFECTIVENESS DATE, AND SHALL USE ITS
REASONABLE BEST EFFORTS TO KEEP SUCH REGISTRATION STATEMENT CONTINUOUSLY
EFFECTIVE UNDER THE SECURITIES ACT DURING THE ENTIRE EFFECTIVENESS PERIOD.
PROMPTLY FOLLOWING ANY DATE ON WHICH THE COMPANY BECOMES ELIGIBLE TO USE A
REGISTRATION STATEMENT ON FORM S-3 TO REGISTER THE REGISTRABLE SECURITIES FOR
RESALE, BUT IN NO EVENT MORE THAN THIRTY DAYS AFTER SUCH DATE, THE COMPANY SHALL
FILE A REGISTRATION STATEMENT ON FORM S-3 COVERING THE REGISTRABLE SECURITIES
(OR A POST-EFFECTIVE AMENDMENT ON FORM S-3 TO THE THEN EFFECTIVE REGISTRATION
STATEMENT) AND SHALL CAUSE SUCH REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE
AS SOON AS POSSIBLE THEREAFTER, BUT IN ANY EVENT PRIOR TO THE EFFECTIVENESS DATE
THEREFOR.
(C)
IF: (I) A REGISTRATION STATEMENT IS NOT FILED ON OR PRIOR TO ITS
FILING DATE (IF THE COMPANY FILES A REGISTRATION STATEMENT WITHOUT AFFORDING THE
HOLDERS THE OPPORTUNITY TO REVIEW AND COMMENT ON THE SAME AS REQUIRED BY
SECTION 3(A) HEREOF, THE COMPANY SHALL NOT BE DEEMED TO HAVE SATISFIED THIS
CLAUSE (I)), OR (II) A REGISTRATION STATEMENT IS NOT DECLARED EFFECTIVE BY THE
COMMISSION ON OR PRIOR TO ITS REQUIRED EFFECTIVENESS DATE, OR (III) AFTER ITS
EFFECTIVE DATE, WITHOUT REGARD FOR THE REASON THEREUNDER OR EFFORTS THEREFOR,
SUCH REGISTRATION STATEMENT CEASES FOR ANY REASON TO BE EFFECTIVE AND AVAILABLE
TO THE HOLDERS AS TO ALL REGISTRABLE SECURITIES TO WHICH IT IS REQUIRED TO COVER
AT ANY TIME PRIOR TO THE EXPIRATION OF ITS EFFECTIVENESS PERIOD FOR MORE THAN AN
AGGREGATE OF 20 TRADING DAYS IN ANY TWELVE-MONTH PERIOD (WHICH NEED NOT BE
CONSECUTIVE) (ANY SUCH FAILURE OR BREACH BEING REFERRED TO AS AN "EVENT," AND
FOR PURPOSES OF CLAUSES (I) OR (II) THE DATE ON WHICH SUCH EVENT OCCURS, OR FOR
PURPOSES OF CLAUSE (III) THE DATE WHICH SUCH 20 TRADING DAY-PERIOD IS EXCEEDED,
BEING REFERRED TO AS "EVENT DATE"), THEN IN ADDITION TO ANY OTHER RIGHTS THE
HOLDERS MAY HAVE HEREUNDER OR UNDER