AMENDMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, TO THE REGISTRATION
STATEMENT AS MAY BE NECESSARY TO KEEP THE REGISTRATION STATEMENT CONTINUOUSLY
EFFECTIVE AS TO THE APPLICABLE REGISTRABLE SECURITIES FOR THE EFFECTIVENESS
PERIOD IN ORDER TO REGISTER FOR RESALE UNDER THE SECURITIES ACT ALL OF THE
REGISTRABLE SECURITIES; (II) CAUSE THE RELATED PROSPECTUS TO BE AMENDED OR
SUPPLEMENTED BY ANY REQUIRED PROSPECTUS SUPPLEMENT, AND AS SO SUPPLEMENTED OR
AMENDED TO BE FILED PURSUANT TO RULE 424 (OR ANY SIMILAR PROVISIONS THEN IN
FORCE) PROMULGATED UNDER THE SECURITIES ACT; (III) RESPOND PROMPTLY TO ANY
COMMENTS RECEIVED FROM THE COMMISSION WITH RESPECT TO THE REGISTRATION STATEMENT
OR ANY AMENDMENT THERETO AND PROMPTLY PROVIDE THE HOLDER TRUE AND COMPLETE
COPIES OF ALL CORRESPONDENCE FROM AND TO THE COMMISSION RELATING TO THE
REGISTRATION STATEMENT; AND (IV) COMPLY IN ALL MATERIAL RESPECTS WITH THE
PROVISIONS OF THE SECURITIES ACT AND THE EXCHANGE ACT WITH RESPECT TO THE
DISPOSITION OF ALL REGISTRABLE SECURITIES COVERED BY THE REGISTRATION STATEMENT
DURING THE APPLICABLE PERIOD IN ACCORDANCE WITH THE INTENDED METHODS OF
DISPOSITION BY THE HOLDER SET FORTH IN THE REGISTRATION STATEMENT AS SO AMENDED
OR IN SUCH PROSPECTUS AS SO SUPPLEMENTED.
(C)
NOTIFY THE HOLDER OF REGISTRABLE SECURITIES
TO BE SOLD AND ANY SPECIAL COUNSEL PROMPTLY (AND, IN THE CASE OF (I)(A) BELOW,
NOT LESS THAN THREE (3) BUSINESS DAYS PRIOR TO SUCH FILING AND, IN THE CASE OF
(I)(C) BELOW, NO LATER THAN THE FIRST BUSINESS DAY FOLLOWING THE DATE ON WHICH
THE REGISTRATION STATEMENT BECOMES EFFECTIVE) AND (IF REQUESTED BY ANY SUCH
PERSON) CONFIRM SUCH NOTICE IN WRITING NO LATER THAN THREE (3) BUSINESS DAYS
FOLLOWING THE DAY (I)(A) WHEN A PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR
POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT IS PROPOSED TO BE FILED,
(B) WHEN THE COMMISSION NOTIFIES THE COMPANY WHETHER THERE WILL BE A "REVIEW" OF
SUCH REGISTRATION STATEMENT AND WHENEVER THE COMMISSION COMMENTS IN WRITING ON
SUCH REGISTRATION STATEMENT, AND (C) WITH RESPECT TO THE REGISTRATION STATEMENT
OR ANY POST-EFFECTIVE AMENDMENT, WHEN THE SAME HAS BECOME EFFECTIVE; (II) OF ANY
REQUEST BY THE COMMISSION OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL AUTHORITY
FOR AMENDMENTS OR SUPPLEMENTS TO THE REGISTRATION STATEMENT OR PROSPECTUS OR FOR
ADDITIONAL INFORMATION; (III) OF THE ISSUANCE BY THE COMMISSION OF ANY STOP
ORDER SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT COVERING ANY OR
ALL OF THE REGISTRABLE SECURITIES OR THE INITIATION OF ANY PROCEEDINGS FOR THAT
PURPOSE; (IV) OF THE RECEIPT BY THE COMPANY OF ANY NOTIFICATION WITH RESPECT TO
THE SUSPENSION OF THE QUALIFICATION OR EXEMPTION FROM QUALIFICATION OF ANY OF
THE REGISTRABLE SECURITIES FOR SALE IN ANY JURISDICTION, OR THE INITIATION OR
THREATENING OF ANY PROCEEDING FOR SUCH PURPOSE; AND (V) OF THE OCCURRENCE OF ANY
EVENT THAT MAKES ANY STATEMENT MADE IN THE REGISTRATION STATEMENT OR PROSPECTUS
OR ANY DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE
UNTRUE IN ANY MATERIAL RESPECT OR THAT REQUIRES ANY REVISIONS TO
5
THE REGISTRATION STATEMENT, PROSPECTUS OR OTHER DOCUMENTS SO THAT, IN THE CASE
OF THE