EFFECTIVE TIME OF A REGISTRATION
STATEMENT, THE ISSUER SHALL, AT LEAST TWO BUSINESS DAYS PRIOR TO THE FILING OF A
POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT OR A PROSPECTUS
(INCLUDING A PROSPECTUS SUPPLEMENT, A FREE WRITING PROSPECTUS AND ANY DOCUMENTS
TO BE INCORPORATED BY REFERENCE IN THE PROSPECTUS BUT ONLY TO THE EXTENT THEY
EXPRESSLY RELATE TO AN OFFERING OR A HEDGING TRANSACTION UNDER THE REGISTRATION
STATEMENT), FURNISH A COPY OF SUCH PROPOSED FILING TO SPECIAL COUNSEL (WHO WILL
FURNISH SUCH COPY TO ANY HEDGING COUNTERPARTY (IF SUCH FILING RELATES TO A
HEDGING TRANSACTION) AND ANY UNDERWRITER (IF SUCH FILING RELATES TO AN
UNDERWRITTEN OFFERING)), WHICH WILL BE SUBJECT TO THE REASONABLE REVIEW AND
COMMENTS OF SPECIAL COUNSEL DURING SUCH TWO-BUSINESS-DAY PERIOD, AND THE ISSUER
WILL NOT FILE ANY SUCH POST-EFFECTIVE AMENDMENT OR PROSPECTUS THAT CONTAINS ANY
STATEMENTS WITH RESPECT TO ANY HOLDER, HEDGING COUNTERPARTY OR UNDERWRITER OR
THE PLAN OF DISTRIBUTION TO WHICH SPECIAL COUNSEL (ON BEHALF OF ANY HOLDER, ANY
SUCH HEDGING COUNTERPARTY OR ANY UNDERWRITER) SHALL REASONABLY OBJECT IN
WRITING.
14
(C)
THE ISSUER SHALL AS PROMPTLY AS REASONABLY PRACTICABLE
FURNISH TO SPECIAL COUNSEL COPIES OF ANY AND ALL TRANSMITTAL LETTERS AND OTHER
CORRESPONDENCE WITH THE SEC AND ALL CORRESPONDENCE (INCLUDING COMMENT LETTERS,
SUCH AS THOSE CONTEMPLATED BY SECTION 3.01(A)) FROM THE SEC TO THE ISSUER
RELATING TO THE REGISTRATION STATEMENT OR ANY PROSPECTUS OR ANY AMENDMENT OR
SUPPLEMENT THERETO.
(D)
AFTER A REGISTRATION STATEMENT IS DECLARED EFFECTIVE, AND IN
CONNECTION WITH ANY UNDERWRITTEN OFFERING OR HEDGING TRANSACTION UNDER THE
REGISTRATION STATEMENT, THE ISSUER WILL FURNISH TO THE LEAD HOLDER (FOR
DISTRIBUTION TO THE HOLDERS WHOSE REGISTRABLE SHARES ARE INCLUDED IN SUCH
REGISTRATION STATEMENT AND TO ANY HEDGING COUNTERPARTIES AND UNDERWRITERS) SUCH
NUMBER OF COPIES OF THE REGISTRATION STATEMENT, EACH AMENDMENT AND SUPPLEMENT
THERETO (IN EACH CASE INCLUDING ALL EXHIBITS THERETO BUT EXCLUDING DOCUMENTS
(X) INCORPORATED BY REFERENCE THEREIN OTHER THAN THOSE THAT EXPRESSLY RELATE TO
THE OFFERING, HEDGING TRANSACTION OR UNDERWRITTEN OFFERING OR (Y) THAT ARE
AVAILABLE VIA THE SEC'S EDGAR SYSTEM), THE PROSPECTUS INCLUDED IN SUCH
REGISTRATION STATEMENT (INCLUDING ANY PROSPECTUS SUPPLEMENTS) AND SUCH OTHER
DOCUMENTS AS ANY SUCH HOLDERS, HEDGING COUNTERPARTIES OR UNDERWRITERS MAY
REASONABLY REQUEST THROUGH THE LEAD HOLDER IN ORDER TO FACILITATE THE
DISPOSITION OF THE REGISTRABLE SHARES INCLUDED IN THE REGISTRATION STATEMENT.
(E)
THE ISSUER WILL USE COMMERCIALLY REASONABLE EFFORTS (I) TO
REGISTER OR QUALIFY THE REGISTRABLE SHARES UNDER SUCH OTHER SECURITIES OR BLUE
SKY LAWS OF SUCH JURISDICTIONS IN THE UNITED STATES (IN THE EVENT AN EXEMPTION
IS NOT AVAILABLE) AS ANY HOLDER OF REGISTRABLE SHARES COVERED BY A REGISTRATION
STATEMENT, ACTING THROUGH THE LEAD HOLDER, REASONABLY (IN THE LIGHT OF SUCH
HOLDER'S INTENDED PLAN OF DISTRIBUTION) REQUESTS AND (II) TO CAUSE SUCH
REGISTRABLE SHARES TO BE REGISTERED WITH OR APPROVED BY SUCH OTHER GOVERNMENTAL
AGENCIES OR AUTHORITIES AS MAY BE NECESSARY BY VIRTUE OF THE BUSINESS AND
OPERATIONS OF THE ISSUER AND DO ANY AND ALL OTHER ACTS AND THINGS THAT MAY BE
REASONABLY NECESSARY OR ADVISABLE TO