REGISTRATION STATEMENT PURSUANT TO SEC GUIDANCE, AS THE
CASE MAY BE, UNDER CLAUSES (I) OR (II) ABOVE OR OTHERWISE TO INCLUDE ADDITIONAL
REGISTRABLE SECURITIES, THE COMPANY WILL USE ITS COMMERCIALLY REASONABLE EFFORTS
TO FILE WITH THE COMMISSION, AS PROMPTLY AS ALLOWED BY COMMISSION OR SEC
GUIDANCE PROVIDED TO THE COMPANY OR TO REGISTRANTS OF SECURITIES IN GENERAL, ONE
OR MORE REGISTRATION STATEMENTS ON FORM S-3 OR SUCH OTHER FORM AVAILABLE TO
REGISTER FOR RESALE THOSE REGISTRABLE SECURITIES THAT WERE NOT REGISTERED FOR
RESALE ON THE INITIAL REGISTRATION STATEMENT, AS AMENDED, OR THE NEW
REGISTRATION STATEMENT (THE "REMAINDER REGISTRATION STATEMENTS").
(B)
THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE
EACH REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE BY THE COMMISSION AS SOON
AS PRACTICABLE BUT IN NO EVENT LATER THAN THE EFFECTIVENESS DEADLINE FOR EACH
THE INITIAL REGISTRATION STATEMENT (AND ANY NEW REGISTRATION STATEMENT, AS
REQUIRED) AND ANY REMAINDER REGISTRATION STATEMENTS.
THE COMPANY SHALL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO KEEP THE REGISTRATION STATEMENTS CONTINUOUSLY
EFFECTIVE UNDER THE SECURITIES ACT UNTIL THE EARLIER OF (I) SUCH TIME AS ALL OF
THE REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT HAVE BEEN
PUBLICLY SOLD BY THE HOLDERS OR (II) THE DATE THAT ALL REGISTRABLE SECURITIES
COVERED BY SUCH REGISTRATION STATEMENT MAY BE SOLD BY NON-AFFILIATES WITHOUT
VOLUME OR MANNER OF SALE RESTRICTIONS UNDER RULE 144, WITHOUT THE REQUIREMENT
FOR THE COMPANY TO BE IN COMPLIANCE WITH THE CURRENT PUBLIC INFORMATION
REQUIREMENTS UNDER RULE 144, AS DETERMINED BY COUNSEL TO THE COMPANY PURSUANT TO
A WRITTEN OPINION LETTER TO SUCH EFFECT, ADDRESSED AND REASONABLY ACCEPTABLE TO
THE COMPANY'S TRANSFER AGENT AND THE EFFECTED HOLDERS (THE "EFFECTIVENESS
PERIOD").
THE COMPANY SHALL REQUEST EFFECTIVENESS OF A REGISTRATION STATEMENT
AS OF 5:00 P.M. NEW YORK CITY TIME ON A TRADING DAY.
5
THE COMPANY SHALL PROMPTLY NOTIFY THE HOLDERS VIA FACSIMILE OR ELECTRONIC MAIL
OF A ".PDF" FORMAT DATA FILE OF THE EFFECTIVENESS OF A REGISTRATION STATEMENT
WITHIN ONE (1) BUSINESS DAY OF THE EFFECTIVE DATE. THE COMPANY SHALL, BY
9:30 A.M. NEW YORK CITY TIME ON THE FIRST TRADING DAY AFTER THE EFFECTIVE DATE,
FILE A FINAL PROSPECTUS WITH THE COMMISSION, AS REQUIRED BY RULE 424(B).
(C)
IF: (I) ANY REGISTRATION STATEMENT IS NOT FILED WITH THE
COMMISSION ON OR PRIOR TO ITS RESPECTIVE FILING DEADLINE, INCLUDING THE INITIAL
REGISTRATION STATEMENT, A NEW REGISTRATION STATEMENT OR A REMAINDER REGISTRATION
STATEMENT, (II) ANY REGISTRATION STATEMENT, AS APPLICABLE, IS NOT DECLARED
EFFECTIVE BY THE COMMISSION (OR OTHERWISE DOES NOT BECOME EFFECTIVE) FOR ANY
REASON ON OR PRIOR TO THE EFFECTIVENESS DEADLINE
OR (III) AFTER ITS EFFECTIVE
DATE, (A) SUCH REGISTRATION STATEMENT CEASES FOR ANY REASON (INCLUDING WITHOUT
LIMITATION BY REASON OF A STOP ORDER, OR THE COMPANY'S FAILURE TO UPDATE THE
REGISTRATION STATEMENT), TO REMAIN CONTINUOUSLY EFFECTIVE AS TO ALL REGISTRABLE
SECURITIES FOR WHICH IT IS REQUIRED TO BE EFFECTIVE OR (B) THE HOLDERS ARE NOT
PERMITTED TO UTILIZE THE PROSPECTUS THEREIN TO RESELL SUCH REGISTRABLE
SECURITIES, IN THE CASE OF (A) AND (B), FOR MORE