BY THE COMPANY OF ANY
NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION OF THE
REGISTRABLE SECURITIES INCLUDED THEREIN FOR SALE IN ANY JURISDICTION OR THE
INITIATION OR THREATENING OF ANY PROCEEDING FOR SUCH PURPOSE; AND
(V)
WITHIN FIVE BUSINESS DAYS OF THE OCCURRENCE OF ANY EVENT THAT
REQUIRES THE MAKING OF ANY CHANGES IN THE REGISTRATION STATEMENT OR THE
PROSPECTUS SO THAT, AS OF SUCH DATE, THE STATEMENTS THEREIN ARE NOT MISLEADING
AND DO NOT OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN (IN THE CASE OF THE PROSPECTUS, IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE) NOT MISLEADING;
(C)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO OBTAIN THE WITHDRAWAL
OF ANY ORDER SUSPENDING THE EFFECTIVENESS OF ANY REGISTRATION STATEMENT AS SOON
AS REASONABLY PRACTICABLE;
(D)
PROMPTLY DELIVER TO EACH SUCH HOLDER, WITHOUT CHARGE, AS MANY
COPIES OF THE PROSPECTUS INCLUDED IN SUCH REGISTRATION STATEMENT AND ANY
AMENDMENT OR SUPPLEMENT THERETO AS SUCH HOLDER MAY REASONABLY REQUEST IN
WRITING; AND THE COMPANY CONSENTS TO THE USE, CONSISTENT WITH THE PROVISIONS
HEREOF, OF THE PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO BY EACH OF THE
SELLING HOLDERS OF REGISTRABLE SECURITIES IN CONNECTION WITH THE OFFERING AND
SALE OF THE REGISTRABLE SECURITIES COVERED BY THE PROSPECTUS OR ANY AMENDMENT OR
SUPPLEMENT THERETO;
(E)
IF A HOLDER SO REQUESTS IN WRITING, DELIVER TO EACH HOLDER,
WITHOUT CHARGE, (I) ONE COPY OF THE FOLLOWING DOCUMENTS, OTHER THAN THOSE
DOCUMENTS AVAILABLE VIA EDGAR: (A) ITS ANNUAL REPORT TO ITS STOCKHOLDERS, IF ANY
(WHICH ANNUAL REPORT SHALL CONTAIN FINANCIAL STATEMENTS AUDITED IN ACCORDANCE
WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES OF AMERICA BY
A FIRM OF CERTIFIED PUBLIC ACCOUNTANTS OF RECOGNIZED STANDING), (B) IF NOT
INCLUDED IN SUBSTANCE IN ITS ANNUAL REPORT TO STOCKHOLDERS, ITS ANNUAL REPORT ON
FORM 10-K (OR SIMILAR FORM), (C) ITS DEFINITIVE PROXY STATEMENT WITH RESPECT TO
ITS ANNUAL MEETING OF STOCKHOLDERS, (D) EACH OF ITS QUARTERLY REPORTS TO ITS
STOCKHOLDERS, AND, IF NOT INCLUDED IN SUBSTANCE IN ITS QUARTERLY REPORTS TO
STOCKHOLDERS, ITS QUARTERLY REPORT ON FORM 10-Q (OR SIMILAR FORM), AND (E) A
COPY OF THE FULL REGISTRATION STATEMENT (THE FOREGOING, IN EACH CASE, EXCLUDING
EXHIBITS); AND (II) IF EXPLICITLY REQUESTED, ALL EXHIBITS EXCLUDED BY THE
PARENTHETICAL TO THE IMMEDIATELY PRECEDING CLAUSE (E);
14
(F)
PRIOR TO ANY PUBLIC OFFERING OF REGISTRABLE SECURITIES PURSUANT
TO ANY REGISTRATION STATEMENT, PROMPTLY TAKE SUCH ACTIONS AS MAY BE NECESSARY TO
REGISTER OR QUALIFY OR OBTAIN AN EXEMPTION FOR OFFER AND SALE UNDER THE
SECURITIES OR BLUE SKY LAWS OF SUCH UNITED STATES JURISDICTIONS AS ANY SUCH
HOLDERS REASONABLY REQUEST IN WRITING, PROVIDED THAT THE COMPANY SHALL NOT FOR
ANY SUCH PURPOSE BE REQUIRED TO QUALIFY GENERALLY TO TRANSACT BUSINESS AS A
FOREIGN CORPORATION IN ANY JURISDICTION WHERE IT IS NOT SO QUALIFIED OR TO
CONSENT TO GENERAL SERVICE OF PROCESS IN ANY SUCH JURISDICTION, AND DO ANY AND
ALL OTHER ACTS OR THINGS REASONABLY NECESSARY OR