amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and
regulations promulgated by the SEC thereunder.
SECTION 2.
SHELF REGISTRATION.
(A)
THE COMPANY SHALL PREPARE OR CAUSE TO BE PREPARED, AND USE ITS
REASONABLE BEST EFFORTS TO FILE OR TO CAUSE TO BE FILED WITH THE SEC, BY THE
DATE (THE "FILING DEADLINE DATE") ONE (1) YEAR AFTER THE CLOSING, A REGISTRATION
STATEMENT FOR AN OFFERING TO BE MADE ON A DELAYED OR CONTINUOUS BASIS PURSUANT
TO RULE 415 OF THE SECURITIES ACT REGISTERING THE RESALE FROM TIME TO TIME BY
THE HOLDER OF THE REGISTRABLE SECURITIES.
THE REGISTRATION STATEMENT SHALL BE
ON AN APPROPRIATE FORM PERMITTING REGISTRATION OF SUCH REGISTRABLE SECURITIES
FOR RESALE BY THE HOLDER IN ACCORDANCE WITH THE METHODS OF DISTRIBUTION ELECTED
BY THE HOLDER AND SET FORTH IN THE REGISTRATION STATEMENT.
THE COMPANY SHALL
USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE REGISTRATION STATEMENT TO BE
DECLARED EFFECTIVE UNDER THE SECURITIES ACT AS PROMPTLY AS IS PRACTICABLE AND TO
KEEP THE REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE UNDER THE SECURITIES ACT
UNTIL THE EXPIRATION OF THE EFFECTIVENESS TERMINATION DATE.
AT THE TIME THE
REGISTRATION STATEMENT IS DECLARED EFFECTIVE, THE HOLDER SHALL BE NAMED AS THE
SELLING SECURITYHOLDER IN THE REGISTRATION STATEMENT AND THE RELATED PROSPECTUS
IN SUCH A MANNER AS TO PERMIT THE HOLDER TO DELIVER SUCH PROSPECTUS TO
PURCHASERS OF REGISTRABLE SECURITIES IN ACCORDANCE WITH APPLICABLE LAW.
(B)
IF THE COMPANY PROPOSES TO REGISTER ANY OF ITS SECURITIES UNDER
THE SECURITIES ACT IN CONNECTION WITH THE PUBLIC OFFERING OF SUCH SECURITIES
SOLELY FOR CASH (OTHER THAN A REGISTRATION
2
ON FORM S-4, FORM S-8, OR ANY SUCCESSOR OR SIMILAR FORMS, IT WILL PROMPTLY, BUT
NOT LATER THAN TWENTY-ONE (21) DAYS BEFORE THE ANTICIPATED DATE OF FILING SUCH
REGISTRATION STATEMENT, GIVE WRITTEN NOTICE TO THE HOLDER.
UPON THE WRITTEN
REQUEST OF THE HOLDER MADE WITHIN FOURTEEN (14) DAYS AFTER THE RECEIPT OF ANY
SUCH NOTICE (WHICH REQUEST SHALL SPECIFY THE REGISTRABLE SECURITIES INTENDED TO
BE DISPOSED OF BY THE HOLDER AND THE INTENDED METHOD OF DISTRIBUTION THEREOF),
THE COMPANY WILL USE ITS REASONABLE BEST EFFORTS TO EFFECT THE REGISTRATION
UNDER THE SECURITIES ACT OF ALL REGISTRABLE SECURITIES WHICH THE COMPANY HAS
BEEN REQUESTED TO REGISTER BY THE HOLDER IN ACCORDANCE WITH THE INTENDED METHODS
OF DISTRIBUTION SPECIFIED IN SUCH REQUEST; PROVIDED, HOWEVER, THAT (A) IF, AT
ANY TIME AFTER GIVING WRITTEN NOTICE OF ITS INTENTION TO REGISTER ANY SECURITIES
AND PRIOR TO THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT FILED IN
CONNECTION WITH SUCH REGISTRATION, THE COMPANY DETERMINES FOR ANY REASON NOT TO
PROCEED WITH SUCH REGISTRATION, THE COMPANY MAY, AT ITS ELECTION, GIVE WRITTEN
NOTICE OF SUCH DETERMINATION TO THE HOLDER AND, THEREUPON, WILL BE RELIEVED OF
ITS OBLIGATION TO REGISTER ANY REGISTRABLE SECURITIES IN CONNECTION