FOLLOWING MEANINGS:
(1)
"DISCLOSURE PACKAGE" MEANS, WITH RESPECT TO ANY OFFERING OF SECURITIES,
(I) THE PRELIMINARY PROSPECTUS, (II) EACH FREE WRITING PROSPECTUS AND (III) ALL
OTHER INFORMATION, IN EACH CASE, THAT IS DEEMED, UNDER RULE 159 PROMULGATED
UNDER THE SECURITIES ACT, TO HAVE BEEN CONVEYED TO PURCHASERS OF SECURITIES AT
THE TIME OF SALE OF SUCH SECURITIES (INCLUDING A CONTRACT OF SALE).
(2)
"FREE WRITING PROSPECTUS" MEANS ANY "FREE WRITING PROSPECTUS" AS DEFINED
IN RULE 405 PROMULGATED UNDER THE SECURITIES ACT.
(3)
"HOLDER" MEANS ANY PURCHASER AND ANY TRANSFEREE OF REGISTRABLE SECURITIES.
(4)
"HOLDER FREE WRITING PROSPECTUS" MEANS EACH FREE WRITING PROSPECTUS
PREPARED BY OR ON BEHALF OF THE RELEVANT HOLDER OR USED OR REFERRED TO BY SUCH
HOLDER IN CONNECTION WITH THE OFFERING OF REGISTRABLE SECURITIES.
(5)
"REGISTRABLE SECURITIES" MEANS (I) THE SHARES AND ANY SECURITIES WHICH MAY
BE ISSUED OR ISSUED OR ISSUABLE IN RESPECT OF SUCH SHARES BY WAY OF SHARE
DIVIDEND OR SHARE SPLIT OR IN CONNECTION WITH A COMBINATION OF SHARES,
RECAPITALIZATION, RECLASSIFICATION, MERGER, AMALGAMATION, ARRANGEMENT,
CONSOLIDATION OR OTHER REORGANIZATION. AS TO ANY PARTICULAR SECURITIES
CONSTITUTING REGISTRABLE SECURITIES, SUCH SECURITIES WILL CEASE TO BE
REGISTRABLE SECURITIES WHEN (W) A REGISTRATION STATEMENT WITH RESPECT TO THE
SALE BY THE HOLDER THEREOF SHALL HAVE BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT AND SUCH SECURITIES SHALL HAVE BEEN DISPOSED OF IN ACCORDANCE
WITH SUCH REGISTRATION STATEMENT,
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(X) SUCH SECURITIES HAVE BEEN SOLD TO THE PUBLIC PURSUANT TO RULE 144 OR
RULE 145 OR OTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, (Y) SUCH
SECURITIES HAVE BEEN ACQUIRED BY THE COMPANY OR (Z) SUCH SECURITIES ARE ABLE TO
BE SOLD BY A HOLDER WITHOUT RESTRICTION AS TO VOLUME OR MANNER OF SALE PURSUANT
TO RULE 144(K) UNDER THE SECURITIES ACT.
(6)
"SELLING HOLDERS" MEANS, WITH RESPECT TO ANY UNDERWRITTEN OFFERING, THE
HOLDERS WHOSE REGISTRABLE SECURITIES ARE INCLUDED FOR SALE PURSUANT TO SUCH
UNDERWRITTEN OFFERING.
(B)
SHELF REGISTRATION.
(1)
AS SOON AS REASONABLY PRACTICABLE FOLLOWING THE CLOSING (BUT IN ANY EVENT
NO LATER THAN TWENTY DAYS AFTER THE CLOSING DATE), THE COMPANY SHALL USE ITS
REASONABLE BEST EFFORTS TO QUALIFY FOR REGISTRATION ON, AND WILL PROMPTLY FILE ,
FORM S-3 OR ANY COMPARABLE OR SUCCESSOR FORM OR FORMS OR ANY SIMILAR SHORT-FORM
REGISTRATION, AND SUCH REGISTRATION WILL BE A "SHELF" REGISTRATION STATEMENT
PROVIDING FOR THE REGISTRATION, AND THE SALE ON A CONTINUOUS OR DELAYED BASIS,
OF THE REGISTRABLE SECURITIES PURSUANT TO RULE 415 (SUCH REGISTRATION STATEMENT,
A "SHELF REGISTRATION STATEMENT" AND SUCH REGISTRATION, A "SHELF REGISTRATION").
IN NO EVENT SHALL THE COMPANY BE OBLIGATED TO EFFECT ANY SHELF REGISTRATION
OTHER THAN PURSUANT TO A SHORT-FORM REGISTRATION. UPON FILING A SHELF
REGISTRATION, SUBJECT TO SECTION 3.5(B)(3), THE COMPANY SHALL KEEP SUCH SHELF
REGISTRATION EFFECTIVE WITH THE SEC AT ALL TIMES AND ANY SHELF REGISTRATION
SHALL BE RE-FILED UPON ITS EXPIRATION, AND THE COMPANY SHALL COOPERATE IN ANY
SHELF TAKE-DOWN BY AMENDING OR SUPPLEMENTING THE PROSPECTUS RELATED TO SUCH
SHELF REGISTRATION AS MAY BE REQUESTED BY THE HOLDERS OR AS