THE
HOLDERS MAY REASONABLY REQUEST;
5
(II)
PREPARE AND FILE WITH THE COMMISSION SUCH
AMENDMENTS AND POST-EFFECTIVE AMENDMENTS TO THE SHELF REGISTRATION STATEMENT AS
MAY BE NECESSARY TO KEEP THE SHELF REGISTRATION STATEMENT EFFECTIVE FOR THE
EFFECTIVENESS PERIOD, SUBJECT TO THE PROVISO CONTAINED IN SECTION 1.2(B) OR AS
REASONABLY REQUESTED BY THE HOLDERS OF A MAJORITY OF REGISTRABLE SECURITIES, AND
CAUSE EACH PROSPECTUS TO BE SUPPLEMENTED, IF SO DETERMINED BY THE COMPANY OR
REQUESTED BY THE COMMISSION, BY ANY REQUIRED PROSPECTUS SUPPLEMENT AND AS SO
SUPPLEMENTED TO BE FILED PURSUANT TO RULE 424 (OR ANY SIMILAR PROVISION THEN IN
FORCE), UNDER THE SECURITIES ACT, RESPOND AS SOON AS REASONABLY PRACTICABLE TO
ANY COMMENTS RECEIVED FROM THE COMMISSION WITH RESPECT TO THE SHELF REGISTRATION
STATEMENT, OR ANY AMENDMENT, POST-EFFECTIVE AMENDMENT OR SUPPLEMENT RELATING
THERETO, AND COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT, THE EXCHANGE ACT
AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER APPLICABLE TO IT WITH
RESPECT TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES COVERED BY THE SHELF
REGISTRATION STATEMENT DURING THE EFFECTIVENESS PERIOD IN ACCORDANCE WITH THE
INTENDED METHOD OR METHODS OF DISTRIBUTION BY THE SELLING HOLDERS THEREOF
DESCRIBED IN THIS AGREEMENT;
(III)
REGISTER OR QUALIFY THE REGISTRABLE
SECURITIES UNDER ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS OF SUCH
JURISDICTIONS BY THE TIME THE APPLICABLE SHELF REGISTRATION STATEMENT IS
DECLARED EFFECTIVE BY THE COMMISSION AS ANY HOLDER OF REGISTRABLE SECURITIES
COVERED BY THE SHELF REGISTRATION STATEMENT SHALL REASONABLY REQUEST IN WRITING
IN ADVANCE OF SUCH DATE OF EFFECTIVENESS, AND DO ANY AND ALL OTHER ACTS AND
THINGS WHICH MAY BE REASONABLY NECESSARY OR ADVISABLE TO ENABLE SUCH HOLDER TO
CONSUMMATE THE DISPOSITION IN EACH SUCH JURISDICTION OF SUCH REGISTRABLE
SECURITIES OWNED BY SUCH HOLDER; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT
BE REQUIRED TO (A) QUALIFY AS A FOREIGN CORPORATION OR AS A DEALER IN SECURITIES
IN ANY JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR
THIS SECTION 1.3(A)(III), (B) FILE ANY GENERAL CONSENT TO SERVICE OF PROCESS IN
ANY JURISDICTION WHERE IT WOULD NOT OTHERWISE BE SUBJECT TO SUCH SERVICE OF
PROCESS OR (C) SUBJECT ITSELF TO ANY MATERIAL TAXATION IN ANY SUCH JURISDICTION
IF IT IS NOT THEN SO SUBJECT;
(IV)
PROMPTLY (BUT IN ANY EVENT WITHIN ONE
(1) BUSINESS DAY) NOTIFY EACH HOLDER OF REGISTRABLE SECURITIES AND ITS COUNSEL,
AND PROMPTLY CONFIRM SUCH NOTICE IN WRITING (A) WHEN THE SHELF REGISTRATION
STATEMENT COVERING SUCH REGISTRABLE SECURITIES HAS BECOME EFFECTIVE AND WHEN ANY
POST-EFFECTIVE AMENDMENTS THERETO BECOME EFFECTIVE, (B) OF ANY REQUEST BY THE
COMMISSION OR ANY STATE SECURITIES AUTHORITY FOR AMENDMENTS AND SUPPLEMENTS TO
SUCH SHELF REGISTRATION STATEMENT OR PROSPECTUS OR FOR ADDITIONAL INFORMATION
AFTER SUCH SHELF REGISTRATION STATEMENT HAS BECOME EFFECTIVE, (C) OF THE
ISSUANCE OR THREATENED ISSUANCE BY THE COMMISSION OR ANY STATE SECURITIES
AUTHORITY OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF SUCH SHELF
REGISTRATION STATEMENT OR THE QUALIFICATION OF THE REGISTRABLE SECURITIES IN ANY
JURISDICTION DESCRIBED IN SECTION 1.3(A)(III) OR THE INITIATION OF ANY
PROCEEDINGS FOR