UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES
(1) THAT IT WILL NOT WITHIN THE LATER OF (X) TWO YEARS
AFTER THE LATEST ORIGINAL ISSUE DATE OF THIS SECURITY AND
(Y) THREE MONTHS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN
THE MEANING OF RULE 144 ADOPTED UNDER THE SECURITIES ACT) OF THE
ISSUER, RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY
OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY,
EXCEPT (A) TO THE ISSUER; (B) UNDER A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A ADOPTED
UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, ALL IN COMPLIANCE WITH RULE 144A (IF AVAILABLE); OR
(D) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT; AND (2) THAT IT WILL,
PRIOR TO ANY TRANSFER OF THIS SECURITY WITHIN THE LATER OF
(X) TWO YEARS AFTER THE LATEST ISSUE DATE OF THIS SECURITY AND
(Y) THREE MONTHS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN
THE MEANING OF RULE 144 ADOPTED UNDER THE SECURITIES ACT) OF THE
ISSUER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED PURSUANT TO
THE INDENTURE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT
TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
MAVERICK TUBE CORPORATION
1.875% Convertible Senior Subordinated Notes due 2025
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No. 1
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$220,000,000
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CUSIP
No. 577914 AC 8
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Maverick Tube
Corporation, a corporation duly organized and validly existing
under the laws of the State of Delaware (herein called the
“Company,” which term includes any successor
corporation under the Indenture referred to on the reverse hereof),
for value received hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of two hundred twenty million
Dollars or such other principal amount as shall be set forth on the
Schedule I hereto on November 15, 2025, and Additional
Interest in the manner, at the rates and to the persons set forth
in the Registration Rights Agreement.
This Note shall
bear interest at the rate of 1.875% per year from November 15,
2005, or from the most recent date to which interest had been paid
or provided. Interest is payable semi-annually in arrears on each
May 15 and November 15, commencing May 15, 2006, to
holders of record at the close of business on the preceding May 1
and November 1, respectively. Interest payable on each
Interest Payment Date shall equal the amount of interest accrued
from and including the immediately preceding Interest Payment Date
(or from and including November 15, 2005 if no interest has
been paid hereon) to but excluding such Interest Payment
Date.
The payment of the
principal of and interest, including any Additional Interest, on
each and all of the Notes and any other payment in respect of the
Notes, including the payment of any Principal Return in cash upon
conversion or any payment on account of the acquisition or
redemption of Notes by the Company (a) is subordinated, to the
extent and in the manner provided in Article IV of the
Indenture, to the prior payment in full of all Senior Indebtedness,
whether outstanding at the date of the Indenture or thereafter
created, incurred, assumed or guaranteed and (b) shall rank
pari passu with respect to the payment right under the 2033 Notes.
The subordination provisions of the Indenture are for the benefit
of the holders of Senior Indebtedness.
Payment of the
principal of and interest, including any Additional Interest,
accrued on this Note shall be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan,
The City of New York, or, at the option of the holder of this Note,
at the Corporate Trust Office, in such lawful money of the United
States of America as at the time of payment shall be legal tender
for the payment of public and private debts; provided,
however , interest, including Additional Interest, if any, may
be paid by check mailed to such holder’s address as it
appears in the Note register; provided further ,
however , that, with respect to any Noteholder with an
aggregate principal amount in excess of $1,000,000, at the
application of such holder in writing to the Company, interest,
including Additional Interest, if any, on such holder’s Notes
shall be paid by wire transfer in immediately available funds to
such holder’s account in the United States supplied by such
holder from time to time to the Trustee and Paying Agent (if
different from the Trustee) not later than the applicable record
date; provided that any payment to the Depositary or its
nominee shall be paid by wire transfer in immediately
available
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funds in
accordance with the wire transfer instruction supplied by the
Depositary or its nominee from time to time to the Trustee and
Paying Agent (if different from Trustee).
Reference is made
to the further provisions of this Note set forth on the reverse
hereof, including, without limitation, provisions giving the holder
of this Note the right to convert this Note into Common Stock or
cash and Common Stock, if any, of the Company on the terms and
subject to the limitations referred to on the reverse hereof and as
more fully specified in the Indenture. Such further provisions
shall for all purposes have the same effect as though fully set
forth at this place.
This Note shall be
deemed to be a contract made under the laws of the State of New
York, and for all purposes shall be construed in accordance with
the laws of the State of New York applicable to contracts entered
into and to be performed therein.
This Note shall
not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been manually
signed by the Trustee or a duly authorized authenticating agent
under the Indenture.
[Remainder of page intentionally
left blank]
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MAVERICK TUBE CORPORATION
1.875% Convertible Senior Subordinated Notes due 2025
This Note is one
of a duly authorized issue of Notes of the Company, designated as
its 1.875% Convertible Senior Subordinated Notes due 2025 (herein
called the “Notes”), issued under and pursuant to an
Indenture dated as of November 15, 2005 (herein called the
“Indenture”), between the Company and The Bank of New
York Trust Company, N.A. (herein called the “Trustee”),
to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the holders of the
Notes. Additional Notes may be issued in an unlimited aggregate
principal amount, subject to certain conditions specified in the
Indenture.
In case an Event
of Default, as defined in the Indenture, shall have occurred and be
continuing, the principal of, premium, if any, and interest,
including Additional Interest, if any, on all Notes may be
declared, and upon said declaration shall become, due and payable,
in the manner, with the effect and subject to the conditions
provided in the Indenture.
Subject to the
terms and conditions of the Indenture, the Notes may be redeemed at
the election of the Company, in whole or in part, on
November 15, 2013 at a price equal to 100.25% of the principal
amount of the Notes being redeemed, plus accrued and unpaid
interest and Additional Interest, if any. After November 15,
2013, the Company shall have the right to redeem the Notes, in
whole or from time to time in part, at a price equal to 100% of the
principal amount of the Notes being redeemed, plus accrued and
unpaid interest and Additional Interest, if any. Any such
redemption shall be upon at least 30 days and no more than
60 days notice to holders of the Notes.
Subject to the
terms and conditions of the Indenture, the Company will make all
payments and deliveries in respect of the Fundamental Change
Repurchase Price, the Put Right Purchase Price and the principal
amount on the Maturity Date, as the case may be, to the holder who
surrenders a Note to a Paying Agent to collect such payments in
respect of the Note. The Company will pay cash amounts in money of
the United States that at the time of payment is legal tender for
payment of public and private debts.
The Indenture
contains provisions permitting the Company and the Trustee in
certain circumstances, without the consent of the holders of the
Notes, and in other circumstances, with the consent of the holders
of not less than a majority in aggregate principal amount of the
Notes at the time outstanding, evidenced as in the Indenture
provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions
of the Indenture or of any supplemental indenture or modifying in
any manner the rights of the holders of the Notes; provided,
however , that no such supplemental indenture shall make any of
the changes set forth in Section 11.02 of the Indenture,
without the consent of each holder of an outstanding Note affected
thereby. It is also provided in the Indenture that, prior to any
declaration accelerating the maturity of the Notes, the holders of
a majority in aggregate principal amount of the Notes at the time
outstanding may on behalf of the holders of all of the
4
Notes waive any
past default or Event of Default under the Indenture and its
consequences except as provided in the Indenture. Any such consent
or waiver by the holder of this Note (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such holder and
upon all future holders and owners of this Note and any Notes which
may be issued in exchange or substitution hereof, irrespective of
whether or not any notation thereof is made upon this Note or such
other Notes.
No reference
herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of,
premium, if any, and accrued and unpaid interest, including
Additional Interest, if any, on this Note at the place, at the
respective times, at the rate and in the lawful money herein
prescribed.
The Notes are
issuable in registered form without coupons in denominations of
$1,000 principal amount and integral multiples thereof. At the
office or agency of the Company referred to on the face hereof, and
in the manner and subject to the limitations provided in the
Indenture, without payment of any service charge but with payment
of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any registration or exchange
of Notes, Notes may be exchanged for a like aggregate principal
amount of Notes of other authorized denominations.
The Notes are not
subject to redemption through the operation of any sinking
fund.
Upon the
occurrence of a Fundamental Change, the holder has the right, at
such holder’s option, to require the Company to repurchase
all of such holder’s Notes or any portion thereof (in
principal amounts of $1,000 or integral multiples thereof) on the
Fundamental Change Purchase Date at a price equal to 100% of the
principal amount of the Notes such holder elects to require the
Company to repurchase, together with accrued and unpaid interest,
including accrued and unpaid Additional Interest, if any, to but
excluding the Fundamental Change Purchase Date. The Company or, at
the written request of the Company, the Trustee shall mail to all
holders of record of the Notes a notice of the occurrence of a
Fundamental Change and of the repurchase right arising as a result
thereof on or before the twentieth day after the occurrence of any
Fundamental Change.
On
November 15, 2013, November 15, 2015 and
November 15, 2020, the holder has the right, at such
holder’s option, to require the Company to repurchase all of
such holder’s Notes or any portion thereof (in principal
amounts of $1,000 or integral multiples thereof) at a price equal
to 100% of the principal amount of the Notes such holder elects to
require the Company to repurchase, together with accrued and unpaid
interest, including accrued and unpaid Additional Interest, if any,
to but excluding the Put Right Purchase Date, except purchases on
November 15, 2013 will be made at a price equal to 100.25% of
the principal amount of the Notes, together with any accrued and
unpaid interest. Holders shall submit their Notes for repurchase to
the Paying Agent at any time from the opening of business on the
date that is 25 Business Days prior to the applicable Put Right
Purchase Date until the close of business on the fifth Business Day
prior to the Put Right Purchase Date.
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Subject to the
provisions of the Indenture, the holder hereof has the right, at
its option, on and after August 15, 2013, or earlier upon the
occurrence of certain conditions specified in the Indenture and
prior to the close of business on the Trading Day immediately
preceding the Maturity Date, to convert any Notes or portion
thereof which is $1,000 or an integral multiple thereof, into cash
and, if applicable, shares of Common Stock, in each case at the
Conversion Rate specified in the Indenture, as adjusted from time
to time as provided in the Indenture, upon surrender of this Note,
together with a Notice of Conversion, a form of which is attached
to the Note, as provided in the Indenture and this Note, to the
Company at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, or at
the option of such holder, the Corporate Trust Office, and, unless
the shares issuable on conversion are to be issued in the same name
as this Note, duly endorsed by, or accompanied by instruments of
transfer in form satisfactory to the Company duly executed by, the
holder or by his duly authorized attorney. The initial Conversion
Rate shall be 24.6406 shares for each $1,000 principal amount of
Notes. No fractional shares of Common Stock will be issued upon any
conversion, but an adjustment in cash will be paid to the holder,
as provided in the Indenture, in respect of any fraction of a share
which would otherwise be issuable upon the surrender of any Note or
Notes for conversion. No adjustment shall be made for dividends or
any shares issued upon conversion of such Note except as provided
in the Indenture.
Upon due
presentment for registration of transfer of this Note at the office
or agency of the Company in the Borough of Manhattan, The City of
New York, a new Note or Notes of authorized denominations for an
equal aggregate principal amount will be issued to the transferee
in exchange thereof, subject to the limitations provided in the
Indenture, without charge except for any tax, assessments or other
governmental charge imposed in connection therewith.
The Company, the
Trustee, any authenticating agent, any Paying Agent, any Conversion
Agent and any Note Registrar may deem and treat the registered
holder hereof as the absolute owner of this Note (whether or not
this Note shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving
payment hereof, or on account hereof, for the conversion hereof and
for all other purposes, and neither the Company nor the Trustee nor
any other authenticating agent nor any Paying Agent nor any other
Conversion Agent nor any Note Registrar shall be affected by any
notice to the contrary. All payments made to or upon the order of
such registered holder shall, to the extent of the sum or sums
paid, satisfy and discharge liability for monies payable on this
Note.
No recourse for
the payment of the principal of, or any premium, or accrued and
unpaid interest, including Additional Interest, if any, on, this
Note, or for any claim based hereon or otherwise in respect hereof,
and no recourse under or upon any obligation, covenant or agreement
of the Company in the Indenture or any indenture supplemental
thereto or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, agent, officer, director or
subsidiary, as such, past, present or future, of the Company or of
any successor corporation, either directly or through the Company
or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by
the acceptance hereof and as part of the consideration for the
issue hereof, expressly waived and released.
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Business Days
prior to any intended distribution of Registrable Securities under
the Shelf Registration Statement.
(e) The
parties hereto agree that the Holders of Registrable Securities
will suffer damages, and that it would not be feasible to ascertain
the extent of such damages with precision, if:
(i) a Shelf
Registration Statement has not been filed on or prior to the Filing
Deadline;
(ii) a Shelf
Registration Statement has not been declared effective under the
Securities Act on or prior to the Effectiveness
Deadline;
(iii) the
aggregate duration of a Deferral Period exceeds the number of days
permitted in respect of such period pursuant to Section 3(h)
hereof; or
(iv) the aggregate
number of days comprising all Deferral Periods in any consecutive
12 month period exceeds the number of days permitted in respect of
such consecutive 12 month period pursuant to Section 3(h)
hereof.
Each event
described in any of the foregoing clauses (i) through
(iv) is individually referred to herein as a “
Registration Default .” For purposes of this
Agreement, each Registration Default set forth above shall begin
and end on the dates set forth in the table set forth
below:
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Type of
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Registration
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Default by
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Clause
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Beginning Date
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Ending Date
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Filing
Deadline
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the date a
Shelf Registration Statement is filed
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Effectiveness
Deadline
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the date a
Shelf Registration Statement becomes effective under the Securities
Act
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the date on
which the aggregate duration of a Deferral Period exceeds the
number of days permitted by Section 3(h)
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termination of
the Deferral Period that caused the limit on the aggregate duration
of such Deferral Period to be exceeded
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the date on
which the aggregate number of days comprising all Deferral Periods
in any consecutive 12 month period exceeds the number of days
permitted by Section 3(h)
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termination of
the Deferral Period that caused the aggregate number of days
comprising all Deferral Periods in any consecutive 12 month period
to exceed the number of days permitted by
Section 3(h)
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For purposes of
this Agreement, Registration Defaults shall begin on the dates set
forth in the table above and shall continue until the ending dates
set forth in the table above.
Commencing on (and
including) any date that a Registration Default has begun and
ending on (but excluding) the next date on which there are no
Registration Defaults that have occurred and are continuing (a
“ Registration Default Period ”), the Company
shall pay to Record Holders of Securities in respect of each day in
the Registration Default Period, (i) additional interest in
respect of any Security, at a rate per annum equal to 0.25% of the
aggregate principal amount of such Security for the first
90 days of the Registration Default Period and
(ii) additional interest in respect of any Security, at a rate
per annum equal to 0.5% of the aggregate principal amount of such
Security (together with additional interest described in
(i) above, the “ Additional Interest Amount
”) after the first 90 days of the Registration Default
Period. Notwithstanding the foregoing, no Additional Interest
Amount shall accrue as to any Registrable Security from and after
the earlier of (x) the date such security is no longer a
Registrable Security and (y) expiration of the Effectiveness
Period. The rate of accrual of the Additional Interest Amount with
respect to any period shall not exceed the rate provided for in
this paragraph notwithstanding the occurrence of multiple
concurrent Registration Defaults.
The Additional
Interest Amount shall accrue from the first day of the applicable
Registration Default Period, and shall be payable on each Interest
Payment Date during the Registration Default Period (and on the
Interest Payment Date next succeeding the end of the Registration
Default Period if the Registration Default Period does not end on a
Interest Payment Date) to the Record Holders of the Registrable
Securities entitled thereto; provided that any Additional Interest
Amount accrued with respect to any Security or portion thereof
redeemed by the Company on a redemption date or purchased by the
Company on a repurchase date prior to the Interest Payment Date,
shall, in any such event, be paid instead to the Holder who
submitted such Security or portion thereof for redemption, purchase
or conversion on the applicable redemption date, repurchase date or
conversion date, as the case may be, on such date (or promptly
following the conversion date, in the case of conversion), unless
the redemption date or the repurchase date, as the case may be,
falls after May 1 or November 1 and on or prior to the
corresponding Interest Payment Date; and provided further, that
such Additional Interest Amount shall be paid only to Notice
Holders. The Trustee shall be entitled, on behalf of registered
holders of Securities or Underlying Common Stock, to seek any
available remedy for the enforcement of this Agreement, including,
in the case of the Securities, for the payment of such Additional
Interest Amount. Notwithstanding the foregoing, the parties agree
that the sole damages payable for a violation of the terms of this
Agreement with respect to which additional interest is expressly
provided shall be such additional interest. Nothing shall preclude
any Holder from pursuing or obtaining specific performance or other
equitable relief with respect to this Agreement.
All of the
Company’s obligations set forth in this Section 2(e) that are
outstanding with respect to any Registrable Security at the time
such security ceases to be a Registrable Security shall survive
until such time as all such obligations with respect to such
security have been satisfied in full (notwithstanding termination
of this Agreement pursuant to Section 8(k)).
The parties hereto
agree that the additional interest provided for in this Section
2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable
7
Securities by
reason of the failure of a Shelf Registration Statement to be filed
or declared effective or available for effecting resales of
Registrable Securities in accordance with the provisions
hereof.
Section 3. Registration Procedures . In connection with
the registration obligations of the Company under Section 2
hereof, the Company shall:
(a) Before
filing any Shelf Registration Statement or Prospectus or any
amendments or supplements thereto with the SEC, furnish to the
Initial Purchaser and the Special Counsel of such offering, if any,
copies of all such documents proposed to be filed at least three
Business Days prior to the filing or designation of such Shelf
Registration Statement or amendment thereto or Prospectus or
supplement thereto.
(b) Subject
to Section 3(h), prepare and file with the SEC such amendments
and post-effective amendments to each Shelf Registration Statement
as may be necessary to keep such Shelf Registration Statement
continuously effective during the Effectiveness Period; cause the
related Prospectus to be supplemented by any required prospectus
supplement, and as so supplemented to be filed pursuant to
Rule 424 (or any similar provisions then in force) under the
Securities Act; and use its reasonable best efforts to comply with
the provisions of the Securities Act applicable to it with respect
to the disposition of all securities covered by such Shelf
Registration Statement during the Effectiveness Period in
accordance with the intended methods of disposition by the sellers
thereof set forth in such Shelf Registration Statement as so
amended or such Prospectus as so supplemented.
(c) As
promptly as practicable give notice to the Notice Holders, the
Initial Purchaser and the Special Counsel, (i) when any
Prospectus, prospectus supplement, Shelf Registration Statement
(other than a previously filed registration statement which has
been designated as a Shelf Registration Statement that will be
available for use by holders of Registrable Securities) or
post-effective amendment to a Shelf Registration Statement has been
filed with the SEC, when any previously filed shelf registration
statement has been designated as a Shelf Registration Statement for
use by Holders of R
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