USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP THE REGISTRATION
STATEMENT CONTINUOUSLY EFFECTIVE AS TO THE APPLICABLE REGISTRABLE SECURITIES FOR
THE EFFECTIVENESS PERIOD AND PREPARE AND FILE WITH THE COMMISSION SUCH
ADDITIONAL REGISTRATION STATEMENTS 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; (III)
RESPOND AS PROMPTLY AS REASONABLY POSSIBLE, AND IN ANY EVENT WITHIN TEN DAYS, TO
ANY COMMENTS RECEIVED FROM THE COMMISSION WITH RESPECT TO THE REGISTRATION
STATEMENT OR ANY AMENDMENT THERETO AND AS PROMPTLY AS REASONABLY POSSIBLE
PROVIDE THE PURCHASERS 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 PURCHASERS THEREOF SET FORTH IN THE
REGISTRATION STATEMENT AS SO AMENDED OR IN SUCH PROSPECTUS AS SO SUPPLEMENTED.
NOTIFY THE PURCHASERS AND PURCHASER COUNSEL OF REGISTRABLE SECURITIES TO BE SOLD
AND AS PROMPTLY AS REASONABLY POSSIBLE, AND (IF REQUESTED BY ANY SUCH PERSON)
CONFIRM SUCH NOTICE IN WRITING NO LATER THAN ONE TRADING DAY THEREAFTER, OF ANY
OF THE FOLLOWING EVENTS: (I) THE COMMISSION NOTIFIES THE COMPANY WHETHER THERE
WILL BE A "REVIEW" OF ANY REGISTRATION STATEMENT; (II) THE COMMISSION COMMENTS
IN WRITING ON ANY REGISTRATION STATEMENT (IN WHICH CASE THE COMPANY SHALL
DELIVER TO EACH PURCHASER A COPY OF SUCH COMMENTS AND OF ALL WRITTEN RESPONSES
THERETO); (III) ANY REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT IS
DECLARED EFFECTIVE; (IV) THE COMMISSION OR ANY OTHER FEDERAL OR STATE
GOVERNMENTAL AUTHORITY REQUESTS ANY AMENDMENT OR SUPPLEMENT TO ANY REGISTRATION
STATEMENT OR PROSPECTUS OR REQUESTS ADDITIONAL INFORMATION RELATED THERETO; (V)
THE COMMISSION ISSUES ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF ANY
REGISTRATION STATEMENT OR INITIATES ANY PROCEEDINGS FOR THAT PURPOSE; (VI) THE
COMPANY RECEIVES NOTICE OF ANY SUSPENSION OF THE QUALIFICATION OR EXEMPTION FROM
QUALIFICATION OF ANY REGISTRABLE
22
SECURITIES FOR SALE IN ANY JURISDICTION, OR THE INITIATION OR THREAT OF ANY
PROCEEDING FOR SUCH PURPOSE; OR (VII) THE FINANCIAL STATEMENTS INCLUDED IN ANY
REGISTRATION STATEMENT BECOME INELIGIBLE FOR INCLUSION THEREIN OR ANY STATEMENT
MADE IN ANY REGISTRATION STATEMENT OR PROSPECTUS OR ANY DOCUMENT INCORPORATED OR
DEEMED TO BE INCORPORATED THEREIN BY REFERENCE IS UNTRUE IN ANY MATERIAL RESPECT
OR ANY REVISION TO A REGISTRATION STATEMENT, PROSPECTUS OR OTHER DOCUMENT IS
REQUIRED SO THAT IT WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
WERE MADE, NOT MISLEADING.
USE ITS BEST EFFORTS TO AVOID THE ISSUANCE OF OR, IF ISSUED,