notice and
questionnaire as distributed by the Company consenting to such Holder's
inclusion in the prospectus as a selling securityholder and providing such
further information to the Company as the Company may reasonably request.
3.
Registration Procedures.
In connection with the obligations of the Company with respect to Registration
Statements pursuant to Sections 2.1 and 2.2 hereof, the Company shall:
(A)
PREPARE AND FILE WITH THE SEC A REGISTRATION STATEMENT, WITHIN THE
RELEVANT TIME PERIOD SPECIFIED IN SECTION 2, ON THE APPROPRIATE FORM UNDER THE
1933 ACT, WHICH FORM (I) SHALL BE SELECTED BY THE COMPANY, (II) SHALL, IN THE
CASE OF A SHELF REGISTRATION, BE AVAILABLE FOR THE SALE OF THE REGISTRABLE
SECURITIES BY THE ELIGIBLE SELLING HOLDERS THEREOF, (III) SHALL, AT THE TIME OF
EFFECTIVENESS, COMPLY AS TO FORM IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS
OF THE APPLICABLE FORM AND INCLUDE OR INCORPORATE BY REFERENCE ALL FINANCIAL
STATEMENTS REQUIRED BY THE SEC TO BE FILED THEREWITH OR INCORPORATED BY
REFERENCE THEREIN, AND (IV) SHALL COMPLY IN ALL RESPECTS WITH THE REQUIREMENTS
OF
9
REGULATION S-T UNDER THE 1933 ACT, AND USE COMMERCIALLY REASONABLE EFFORTS TO
CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE AND REMAIN EFFECTIVE IN
ACCORDANCE WITH SECTION 2 HEREOF;
(B)
SUBJECT TO THE LIMITATIONS CONTAINED IN THE THIRD PARAGRAPH OF
SECTION 2.5, PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND POST-EFFECTIVE
AMENDMENTS TO EACH REGISTRATION STATEMENT AS MAY BE NECESSARY UNDER APPLICABLE
LAW TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE FOR THE APPLICABLE PERIOD IN
ACCORDANCE WITH SECTION 2; AND CAUSE EACH PROSPECTUS TO BE SUPPLEMENTED BY ANY
REQUIRED PROSPECTUS SUPPLEMENT, AND AS SO SUPPLEMENTED TO BE FILED PURSUANT TO
RULE 424 (OR ANY SIMILAR PROVISION THEN IN FORCE) UNDER THE 1933 ACT AND COMPLY
WITH THE PROVISIONS OF THE 1933 ACT, THE 1934 ACT AND THE RULES AND REGULATIONS
THEREUNDER APPLICABLE TO THEM WITH RESPECT TO THE DISPOSITION OF ALL SECURITIES
COVERED BY EACH REGISTRATION STATEMENT DURING THE APPLICABLE PERIOD IN
ACCORDANCE WITH THE INTENDED METHOD OR METHODS OF DISTRIBUTION BY THE SELLING
HOLDERS THEREOF (INCLUDING SALES BY ANY PARTICIPATING BROKER-DEALER) ; PROVIDED,
HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL IMPLY THAT THE COMPANY IS LIABLE
FOR ANY ACTION OR INACTION OF ANY HOLDER, INCLUDING ANY PARTICIPATING
BROKER-DEALER;
(C)
IN THE CASE OF A SHELF REGISTRATION, (I) NOTIFY EACH HOLDER OF
REGISTRABLE SECURITIES, AT LEAST THREE BUSINESS DAYS PRIOR TO FILING, THAT A
SHELF REGISTRATION STATEMENT (EXCEPT IN THE CASE OF AN AUTOMATIC SHELF
REGISTRATION STATEMENT, IN WHICH CASE AT LEAST THREE BUSINESS DAYS PRIOR TO THE
INCLUSION OF INFORMATION REGARDING SELLING SECURITYHOLDERS IN THE PROSPECTUS
FORMING A PART OF SUCH AUTOMATIC SHELF REGISTRATION STATEMENT) WITH RESPECT TO
THE REGISTRABLE SECURITIES IS BEING FILED AND ADVISING SUCH HOLDERS THAT THE
DISTRIBUTION OF REGISTRABLE SECURITIES WILL BE MADE IN ACCORDANCE WITH THE
METHOD SELECTED BY THE MAJORITY HOLDERS PARTICIPATING IN THE SHELF REGISTRATION;
(II) FURNISH TO EACH HOLDER OF REGISTRABLE SECURITIES WITHOUT CHARGE, AS MANY
COPIES OF EACH PROSPECTUS, INCLUDING EACH PRELIMINARY PROSPECTUS, AND ANY