filed
hereunder, including (in each case) the Prospectus, amendments and supplements
to the registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in the registration statement.
"Rule 415" means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same purpose and effect as such Rule.
"Rule 424" means Rule 424 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same purpose and effect as such Rule.
2.
REGISTRATION.
(A)
ON OR PRIOR TO THE FILING DATE, THE COMPANY
SHALL PREPARE AND FILE WITH THE COMMISSION THE REGISTRATION STATEMENT COVERING
THE RESALE OF ALL OF THE REGISTRABLE SECURITIES FOR AN OFFERING TO BE MADE ON A
CONTINUOUS BASIS PURSUANT TO RULE 415.
THE REGISTRATION STATEMENT REQUIRED
HEREUNDER SHALL BE ON FORM S-3 (EXCEPT IF THE COMPANY IS NOT THEN ELIGIBLE TO
REGISTER FOR RESALE THE REGISTRABLE SECURITIES ON FORM S-3, IN WHICH CASE THE
REGISTRATION SHALL BE ON ANOTHER APPROPRIATE FORM IN ACCORDANCE HEREWITH).
THE
REGISTRATION STATEMENT REQUIRED HEREUNDER SHALL CONTAIN (EXCEPT IF OTHERWISE
DIRECTED BY THE HOLDERS) SUBSTANTIALLY THE "PLAN OF DISTRIBUTION" ATTACHED
HERETO AS ANNEX A.
SUBJECT TO THE TERMS OF THIS AGREEMENT, THE COMPANY SHALL
USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE REGISTRATION STATEMENT TO
BE DECLARED EFFECTIVE UNDER THE SECURITIES ACT AS PROMPTLY AS POSSIBLE AFTER THE
FILING THEREOF, BUT IN ANY EVENT NOT LATER THAN THE EFFECTIVENESS DATE, AND
SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO KEEP THE REGISTRATION STATEMENT
CONTINUOUSLY EFFECTIVE UNDER THE SECURITIES ACT UNTIL THE DATE WHICH IS TWO
YEARS AFTER THE CLOSING DATE OR SUCH LATER DATE WHEN ALL REGISTRABLE SECURITIES
COVERED BY THE REGISTRATION STATEMENT HAVE BEEN SOLD OR MAY BE SOLD WITHOUT
VOLUME RESTRICTIONS PURSUANT TO RULE 144(K) AS DETERMINED BY THE COUNSEL TO THE
COMPANY PURSUANT TO A WRITTEN OPINION LETTER TO SUCH EFFECT, ADDRESSED AND
ACCEPTABLE TO THE COMPANY'S TRANSFER AGENT AND THE AFFECTED HOLDERS (THE
"EFFECTIVENESS PERIOD").
2
(B)
IF: (I) A REGISTRATION STATEMENT IS NOT
FILED ON OR PRIOR TO THE FILING DATE (PROVIDED, HOWEVER, THAT IF A HOLDER FAILS
TO PROVIDE THE COMPANY WITH ANY INFORMATION THAT IS REQUIRED TO BE PROVIDED IN
THE REGISTRATION STATEMENT WITH RESPECT TO SUCH HOLDER, THEN THE FILING DATE
SHALL BE EXTENDED UNTIL THREE (3) TRADING DAYS FOLLOWING THE DATE OF RECEIPT BY
THE COMPANY OF SUCH REQUIRED INFORMATION; AND PROVIDED, FURTHER, THAT IF THE
COMPANY FILES A REGISTRATION STATEMENT WITHOUT AFFORDING THE HOLDER THE
OPPORTUNITY TO REVIEW AND COMMENT ON THE SAME AS REQUIRED BY SECTION 3(A), THE
COMPANY SHALL NOT BE DEEMED TO HAVE SATISFIED THIS CLAUSE (I)), OR (II) THE
COMPANY FAILS TO FILE WITH THE COMMISSION A