DATE THAT (I) THE COMPANY LEARNS
THAT NO REVIEW OF A PARTICULAR REGISTRATION STATEMENT WILL BE MADE BY THE STAFF
OF THE SEC OR THAT THE STAFF HAS NO FURTHER COMMENTS ON A PARTICULAR
REGISTRATION STATEMENT, AS THE CASE MAY BE, AND (II) THE APPROVAL OF LEGAL
COUNSEL PURSUANT TO SECTION 3(C) (WHICH APPROVAL IS IMMEDIATELY SOUGHT), A
REQUEST FOR ACCELERATION OF EFFECTIVENESS OF SUCH REGISTRATION STATEMENT TO A
TIME AND DATE NOT LATER THAN TWO (2) BUSINESS DAYS AFTER THE SUBMISSION OF SUCH
REQUEST.
THE COMPANY SHALL RESPOND IN WRITING TO COMMENTS MADE BY THE SEC IN
RESPECT OF A REGISTRATION STATEMENT AS SOON AS PRACTICABLE, BUT IN NO EVENT
LATER THAN FIFTEEN (15) DAYS AFTER THE RECEIPT OF COMMENTS BY OR NOTICE FROM THE
SEC THAT AN AMENDMENT IS REQUIRED IN ORDER FOR A REGISTRATION STATEMENT TO BE
DECLARED EFFECTIVE.
7
B.
THE COMPANY SHALL PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS
(INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO A REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH SUCH REGISTRATION
STATEMENT, WHICH PROSPECTUS IS TO BE FILED PURSUANT TO RULE 424 PROMULGATED
UNDER THE 1933 ACT, AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT
EFFECTIVE AT ALL TIMES DURING THE REGISTRATION PERIOD, AND, DURING SUCH PERIOD,
COMPLY WITH THE PROVISIONS OF THE 1933 ACT WITH RESPECT TO THE DISPOSITION OF
ALL REGISTRABLE SECURITIES OF THE COMPANY COVERED BY SUCH REGISTRATION STATEMENT
UNTIL SUCH TIME AS ALL OF SUCH REGISTRABLE SECURITIES SHALL HAVE BEEN DISPOSED
OF IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE SELLER OR
SELLERS THEREOF AS SET FORTH IN SUCH REGISTRATION STATEMENT.
IN THE CASE OF
AMENDMENTS AND SUPPLEMENTS TO A REGISTRATION STATEMENT WHICH ARE REQUIRED TO BE
FILED PURSUANT TO THIS AGREEMENT (INCLUDING PURSUANT TO THIS SECTION 3(B)) BY
REASON OF THE COMPANY FILING A REPORT ON FORM 10-Q, FORM 10-K OR ANY ANALOGOUS
REPORT UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "1934 ACT"),
THE COMPANY SHALL HAVE INCORPORATED SUCH REPORT BY REFERENCE INTO SUCH
REGISTRATION STATEMENT, IF APPLICABLE, OR SHALL FILE SUCH AMENDMENTS OR
SUPPLEMENTS WITH THE SEC ON THE SAME DAY ON WHICH THE 1934 ACT REPORT IS FILED
WHICH CREATED THE REQUIREMENT FOR THE COMPANY TO AMEND OR SUPPLEMENT SUCH
REGISTRATION STATEMENT.
C.
THE COMPANY SHALL (A) PERMIT LEGAL COUNSEL TO REVIEW AND COMMENT UPON
(I) A REGISTRATION STATEMENT AT LEAST FOUR (4) BUSINESS DAYS PRIOR TO ITS FILING
WITH THE SEC AND (II) ALL AMENDMENTS AND SUPPLEMENTS TO ALL REGISTRATION
STATEMENTS (EXCEPT FOR ANNUAL REPORTS ON FORM 10-K, QUARTERLY REPORTS ON
FORM 10-Q, CURRENT REPORTS ON FORM 8-K, AND ANY SIMILAR OR SUCCESSOR REPORTS)
WITHIN A REASONABLE NUMBER OF DAYS PRIOR TO THEIR FILING WITH THE SEC, AND
(B) NOT FILE ANY REGISTRATION STATEMENT OR AMENDMENT OR SUPPLEMENT THERETO IN A
FORM TO WHICH LEGAL COUNSEL REASONABLY OBJECTS.
THE COMPANY SHALL NOT SUBMIT A
REQUEST FOR ACCELERATION OF THE EFFECTIVENESS OF A REGISTRATION STATEMENT OR ANY
AMENDMENT OR SUPPLEMENT THERETO WITHOUT THE PRIOR