AMENDMENTS AND SUPPLEMENTS TO SUCH REGISTRATION STATEMENT
AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP SUCH
REGISTRATION EFFECTIVE AND TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT
WITH RESPECT TO THE DISPOSITION OF SUCH REGISTRABLE SECURITIES FOR A PERIOD OF
TIME REQUIRED FOR THE DISPOSITION OF SUCH REGISTRABLE SECURITIES BY THE HOLDERS
THEREOF BUT NOT TO EXCEED 30 DAYS; PROVIDED, HOWEVER, THAT BEFORE FILING SUCH
REGISTRATION STATEMENT OR PROSPECTUS OR ANY AMENDMENTS OR SUPPLEMENTS THERETO
(FOR PURPOSES OF THIS SUBSECTION, AMENDMENTS SHALL NOT BE DEEMED TO INCLUDE ANY
FILING THAT THE COMPANY IS REQUIRED TO MAKE PURSUANT TO THE EXCHANGE ACT), THE
COMPANY SHALL FURNISH THE REPRESENTATIVES OF THE HOLDERS REFERRED TO IN
SECTION 4(K) AND THE UNDERWRITERS, IF ANY, COPIES OF ALL DOCUMENTS PROPOSED TO
BE FILED, WHICH DOCUMENTS WILL BE SUBJECT TO THE REASONABLE REVIEW OF SUCH
REPRESENTATIVES. THE COMPANY SHALL NOT BE DEEMED TO HAVE USED ITS REASONABLE
EFFORTS TO KEEP A REGISTRATION STATEMENT EFFECTIVE DURING THE APPLICABLE PERIOD
IF IT VOLUNTARILY TAKES ANY ACTION THAT WOULD RESULT IN THE HOLDERS OF SUCH
REGISTRABLE SECURITIES NOT BEING ABLE TO SELL SUCH REGISTRABLE SECURITIES DURING
THAT PERIOD, UNLESS SUCH ACTION IS REQUIRED UNDER APPLICABLE LAW;
4
(B)
FURNISH TO THE HOLDER OF ANY REGISTRABLE SECURITIES COVERED BY
SUCH REGISTRATION STATEMENT, EACH COUNSEL FOR SUCH HOLDERS AND EACH MANAGING
UNDERWRITER, IF ANY, WITHOUT CHARGE, ONE CONFORMED COPY OF SUCH REGISTRATION
STATEMENT, AS DECLARED EFFECTIVE BY THE SEC, AND OF EACH POST-EFFECTIVE
AMENDMENT THERETO, IN EACH CASE INCLUDING FINANCIAL STATEMENTS AND SCHEDULES AND
ALL EXHIBITS AND REPORTS INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY
REFERENCE; AND DELIVER, WITHOUT CHARGE, SUCH NUMBER OF COPIES OF THE PRELIMINARY
PROSPECTUS, ANY AMENDED PRELIMINARY PROSPECTUS, EACH FINAL PROSPECTUS AND ANY
POST-EFFECTIVE AMENDMENT OR SUPPLEMENT THERETO, AS SUCH HOLDER MAY REASONABLY
REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE REGISTRABLE SECURITIES OF
SUCH HOLDER COVERED BY SUCH REGISTRATION STATEMENT IN CONFORMITY WITH THE
REQUIREMENTS OF THE SECURITIES ACT;
(C)
USE ITS REASONABLE EFFORTS TO REGISTER OR QUALIFY THE SECURITIES
COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER SECURITIES OR BLUE SKY
LAWS OF SUCH JURISDICTIONS WITHIN THE UNITED STATES AND PUERTO RICO AS EACH
HOLDER OF SUCH SECURITIES SHALL REASONABLY REQUEST, TO KEEP SUCH REGISTRATION OR
QUALIFICATION IN EFFECT FOR SO LONG AS SUCH REGISTRATION STATEMENT REMAINS IN
EFFECT, AND TO TAKE ANY OTHER ACTION WHICH MAY BE REASONABLY NECESSARY TO ENABLE
SUCH HOLDER TO CONSUMMATE THE DISPOSITION IN SUCH JURISDICTIONS OF THE
SECURITIES OWNED BY SUCH HOLDER; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT
BE REQUIRED IN CONNECTION THEREWITH OR AS A CONDITION THERETO TO QUALIFY TO DO
BUSINESS, SUBJECT ITSELF TO TAXATION IN OR TO FILE A GENERAL CONSENT TO SERVICE
OF PROCESS IN ANY JURISDICTION WHEREIN IT WOULD NOT BUT FOR THE REQUIREMENTS OF
THIS PARAGRAPH (C) BE OBLIGATED TO DO SO; AND PROVIDED, FURTHER, THAT THE
COMPANY SHALL NOT BE REQUIRED TO QUALIFY SUCH REGISTRABLE SECURITIES IN ANY
JURISDICTION IN WHICH THE