REGISTRATION STATEMENT INELIGIBLE
FOR INCLUSION THEREIN OR ANY STATEMENT MADE IN SUCH 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 SUCH
REGISTRATION STATEMENT, PROSPECTUS OR OTHER DOCUMENTS SO THAT, IN THE CASE OF
SUCH REGISTRATION STATEMENT OR THE PROSPECTUS, AS THE CASE MAY BE, 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 LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(E)
THE COMPANY WILL USE COMMERCIALLY REASONABLE EFFORTS TO AVOID THE
ISSUANCE OF, OR, IF ISSUED, OBTAIN THE WITHDRAWAL OF (I) ANY ORDER SUSPENDING
THE EFFECTIVENESS OF A REGISTRATION STATEMENT, OR (II) ANY SUSPENSION OF THE
QUALIFICATION (OR EXEMPTION FROM QUALIFICATION) OF ANY OF THE REGISTRABLE
SECURITIES FOR SALE IN ANY JURISDICTION, AT THE EARLIEST
10
PRACTICABLE MOMENT, OR IF ANY SUCH ORDER OR SUSPENSION IS MADE EFFECTIVE DURING
ANY SUSPENSION PERIOD, AS SOON AS REASONABLY PRACTICABLE AFTER THE SUSPENSION
PERIOD IS OVER.
(f)
During the Effectiveness Period, the Company will furnish to each
Holder, without charge, at least one conformed copy of each Registration
Statement and each amendment thereto and all exhibits to the extent requested by
such Person (including those incorporated by reference) promptly after the
filing of such documents with the Commission.
(G)
THE COMPANY WILL PROMPTLY DELIVER TO EACH HOLDER, WITHOUT CHARGE,
AS MANY COPIES OF EACH PROSPECTUS OR PROSPECTUSES (INCLUDING EACH FORM OF
PROSPECTUS) AND EACH AMENDMENT OR SUPPLEMENT THERETO AS SUCH PERSONS MAY
REASONABLY REQUEST DURING THE EFFECTIVENESS PERIOD.
THE COMPANY HEREBY CONSENTS
TO THE USE OF SUCH PROSPECTUS AND EACH AMENDMENT OR SUPPLEMENT THERETO BY EACH
OF THE SELLING HOLDERS IN CONNECTION WITH THE OFFERING AND SALE OF THE
REGISTRABLE SECURITIES COVERED BY SUCH PROSPECTUS AND ANY AMENDMENT OR
SUPPLEMENT THERETO.
(H)
THE COMPANY WILL, PRIOR TO ANY PUBLIC OFFERING OF REGISTRABLE
SECURITIES, USE COMMERCIALLY REASONABLE EFFORTS TO REGISTER OR QUALIFY OR
COOPERATE WITH THE SELLING HOLDERS IN CONNECTION WITH THE REGISTRATION OR
QUALIFICATION (OR EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION) OF SUCH
REGISTRABLE SECURITIES FOR OFFER AND SALE UNDER THE APPLICABLE STATE SECURITIES
OR BLUE SKY LAWS OF THOSE JURISDICTIONS WITHIN THE UNITED STATES AS ANY HOLDER
REASONABLY REQUESTS IN WRITING TO KEEP EACH SUCH REGISTRATION OR QUALIFICATION
(OR EXEMPTION THEREFROM) EFFECTIVE DURING THE EFFECTIVENESS PERIOD AND TO DO ANY
AND ALL OTHER ACTS OR THINGS NECESSARY OR ADVISABLE TO ENABLE THE DISPOSITION IN
SUCH JURISDICTIONS OF THE REGISTRABLE SECURITIES COVERED BY THE REGISTRATION
STATEMENTS; PROVIDED, THAT THE COMPANY WILL NOT BE REQUIRED TO (I) QUALIFY
GENERALLY TO DO BUSINESS OR AS A DEALER IN SECURITIES IN ANY JURISDICTION WHERE
IT IS NOT THEN SO QUALIFIED OR (II) TAKE ANY ACTION WHICH WOULD SUBJECT THE
COMPANY TO GENERAL SERVICE OF PROCESS OR ANY MATERIAL TAX IN ANY SUCH
JURISDICTION WHERE IT IS NOT THEN SO SUBJECT.