AS SO
SUPPLEMENTED OR AMENDED TO BE FILED PURSUANT TO RULE 424; (III) COMPLY IN ALL
MATERIAL RESPECTS WITH THE PROVISIONS OF THE SECURITIES ACT AND THE EXCHANGE ACT
WITH RESPECT TO THE REGISTRATION STATEMENTS AND THE DISPOSITION OF ALL
REGISTRABLE SECURITIES COVERED BY EACH REGISTRATION STATEMENT.
(C)
NOTIFY THE HOLDERS OF REGISTRABLE SECURITIES TO BE SOLD (WHICH
NOTICE SHALL, PURSUANT TO CLAUSES (II) THROUGH (V) HEREOF, BE ACCOMPANIED BY AN
INSTRUCTION TO SUSPEND THE USE OF THE PROSPECTUS UNTIL THE REQUISITE CHANGES
HAVE BEEN MADE) AS PROMPTLY AS REASONABLY POSSIBLE (I) WITH RESPECT TO EACH
REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT, WHEN THE SAME
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HAS BECOME EFFECTIVE; (II) OF ANY REQUEST BY THE SEC OR ANY OTHER FEDERAL OR
STATE GOVERNMENTAL AUTHORITY FOR AMENDMENTS OR SUPPLEMENTS TO A REGISTRATION
STATEMENT OR PROSPECTUS OR FOR ADDITIONAL INFORMATION; (III) OF THE ISSUANCE BY
THE SEC OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF A REGISTRATION
STATEMENT COVERING ANY OR ALL OF THE REGISTRABLE SECURITIES OR THE INITIATION OF
ANY PROCEEDINGS FOR THAT PURPOSE; (IV) OF THE RECEIPT BY THE COMPANY OF ANY
NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION OR EXEMPTION
FROM QUALIFICATION OF ANY OF THE REGISTRABLE SECURITIES FOR SALE IN ANY
JURISDICTION, OR THE INITIATION OR THREATENING OF ANY PROCEEDING FOR SUCH
PURPOSE; AND (V) OF THE OCCURRENCE OF ANY EVENT OR PASSAGE OF TIME THAT MAKES
THE FINANCIAL STATEMENTS INCLUDED IN A REGISTRATION STATEMENT STALE OR OTHERWISE
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.
(D)
USE ITS 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 PRACTICABLE MOMENT.
(E)
FURNISH TO EACH HOLDER BY E-MAIL, WITHOUT CHARGE, AT LEAST ONE
CONFORMED COPY OF EACH REGISTRATION STATEMENT AND EACH AMENDMENT THERETO,
INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, ALL DOCUMENTS INCORPORATED OR
DEEMED TO BE INCORPORATED HEREIN BY REFERENCE (TO THE EXTENT REQUESTED BY SUCH
HOLDER), AND ALL EXHIBITS TO THE EXTENT REQUESTED BY SUCH HOLDER (INCLUDING
THOSE PREVIOUSLY FURNISHED) PROMPTLY AFTER THE FILING OF SUCH DOCUMENTS WITH THE
SEC.
(F)
COMPLY WITH RULE 172, PROMPTLY ADVISE EACH HOLDER AT ANY TIME THE
COMPANY HAS NOT SATISFIED THE REQUIREMENTS OF RULE 172 AND PROMPTLY DELIVER TO
EACH HOLDER, WITHOUT CHARGE,