KANSAS CITY SOUTHERN de
MÉXICO, S.A. de C.V.
U.S. $200,000,000 12
1 / 2
% Senior Notes Due 2016
REGISTRATION RIGHTS
AGREEMENT
Banc of America
Securities LLC
SunTrust Robinson Humphrey, Inc.
Scotia Capital (USA) Inc.
DVB Capital Markets LLC
as Placement Agents
c/o Banc
of America Securities LLC
One Bryant Park
New York, New York 10036
Kansas City
Southern de México, S.A. de C.V., a sociedad
anónima de capital variable organized under the laws of
the United Mexican States (the “Company”), proposes to
issue and sell to Banc of America Securities LLC and SunTrust
Robinson Humphrey, Inc., Scotia Capital (USA) Inc. and DVB
Capital Markets LLC (the “Placement Agents”), U.S.
$200,000,000 principal amount of its 12 1 / 2
% Senior Notes Due 2016 (the
“Securities”), upon the terms set forth in the
Placement Agreement between the Company and the Placement Agents
dated March 24, 2009 (the “Placement Agreement”)
relating to the initial placement (the “Initial
Placement”) of the Securities. To induce the Placement Agents
to enter into the Placement Agreement and to satisfy a condition to
your obligations thereunder, the Company agrees with you for your
benefit and the benefit of the holders from time to time of the
Securities (including the Placement Agents) (each a
“Holder” and, collectively, the “Holders”),
as follows:
1.
Definitions . Capitalized terms used herein without
definition shall have their respective meanings set forth in the
Placement Agreement. As used in this Agreement, the following
capitalized defined terms shall have the following
meanings:
“Act”
shall mean the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated
thereunder.
“Affiliate”
shall have the meaning specified in Rule 405 under the Act and
the terms “controlling” and “controlled”
shall have meanings correlative thereto.
“Broker-Dealer”
shall mean any broker or dealer registered as such under the
Exchange Act.
“Business
Day” shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York
City.
“Closing
Date” shall mean the date of the first issuance of the
Securities.
“Commission”
shall mean the Securities and Exchange Commission.
“Exchange
Act” shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission
promulgated thereunder.
“Exchange
Offer Registration Period” shall mean the one-year period
following the consummation of the Registered Exchange Offer,
exclusive of any period during which any stop order shall be in
effect suspending the effectiveness of the Exchange Offer
Registration Statement.
“Exchange
Offer Registration Statement” shall mean a registration
statement of the Company on an appropriate form under the Act with
respect to the Registered Exchange Offer, all amendments and
supplements to such registration statement, including
post-effective amendments thereto, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.
“Exchanging
Dealer” shall mean any Holder (which may include the
Placement Agents) that is a Broker-Dealer and elects to exchange
for New Securities any Securities that it acquired for its own
account as a result of market-making activities or other trading
activities (but not directly from the Company or any Affiliate of
the Company) for New Securities.
“Final
Memorandum” shall mean the offering memorandum, dated
March 24, 2009, relating to the Securities, including any and
all exhibits and appendices thereto and any information
incorporated by reference therein as of such date.
“FINRA
Rules” shall mean the Conduct Rules and the By-Laws of the
Financial Industry Regulatory Authority, Inc.
“Holder”
shall have the meaning set forth in the preamble hereto.
“Indenture”
shall mean the Indenture relating to the Securities, dated as of
March 30, 2009, among the Company, U.S. Bank National
Association, as trustee and paying agent, as the same may be
amended from time to time in accordance with the terms
thereof.
“Initial
Placement” shall have the meaning set forth in the
preamble.
“Losses”
shall have the meaning set forth in Section 6(d) hereof.
“Majority
Holders” shall mean, on any date, Holders of a majority of
the aggregate principal amount of outstanding Securities registered
under a Registration Statement.
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Registration Rights
Agreement
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“Managing
Underwriters” shall mean the investment bank or investment
banks and manager or managers that administer an underwritten
offering, if any, under a Registration Statement.
“New
Securities” shall mean debt securities of the Company
identical in all material respects to the Securities (except that
the transfer restrictions shall be modified or eliminated, as
appropriate) to be issued under the New Securities
Indenture.
“New
Securities Indenture” shall mean an indenture between the
Company and the New Securities Trustee, identical in all material
respects to the Indenture (except that the transfer restrictions
shall be modified or eliminated, as appropriate), which may be the
Indenture if in the terms thereof appropriate provision is made for
the New Securities.
“New
Securities Trustee” shall mean a bank or trust company
reasonably satisfactory to the Placement Agents, as trustee with
respect to the New Securities under the New Securities
Indenture.
“Prospectus”
shall mean the prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of
an effective registration statement in reliance upon Rule 430A
under the Act), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any
portion of the Securities or the New Securities covered by such
Registration Statement, and all amendments and supplements thereto,
including any and all exhibits thereto and any information
incorporated by reference therein.
“Registered
Exchange Offer” shall mean the proposed offer of the Company
to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from
participating in such offer, in exchange for the Securities, a like
aggregate principal amount of the New Securities.
“Registrable
Securities” shall mean (i) Securities other than those
that have been (A) registered under a Registration Statement and
exchanged or otherwise disposed of in accordance therewith or
(B) distributed to the public pursuant to Rule 144 under
the Act or any successor rule or regulation thereto that may be
adopted by the Commission and (ii) any New Securities, the
resale of which by the Holder thereof requires compliance with the
prospectus delivery requirements of the Act.
“Registration
Default Damages” shall have the meaning set forth in
Section 8 hereof.
“Registration
Statement” shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the provisions of this
Agreement, any amendments and supplements to such registration
statement, including post-effective amendments (in each case
including the Prospectus contained therein), all exhibits thereto
and all material incorporated by reference therein.
“Securities”
shall have the meaning set forth in the preamble hereto.
“Shelf
Registration” shall mean a registration effected pursuant to
Section 3 hereof.
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“Shelf
Registration Period” has the meaning set forth in
Section 3(b)(ii) hereof.
“Shelf
Registration Statement” shall mean a “shelf”
registration statement of the Company pursuant to the provisions of
Section 3 hereof which covers some or all of the Securities or
New Securities, as applicable, on an appropriate form under
Rule 415 under the Act, or any similar rule that may be
adopted by the Commission, amendments and supplements to such
registration statement, including post-effective amendments, in
each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference
therein.
“Trustee”
shall mean the trustee with respect to the Securities under the
Indenture.
“Trust
Indenture Act” shall mean the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Commission
promulgated thereunder.
“underwriter”
shall mean any underwriter of Securities in connection with an
offering thereof under a Shelf Registration Statement.
2.
Registered Exchange Offer . (a) To the extent not
prohibited by any applicable law or applicable interpretation of
the staff of the Commission, the Company shall as promptly as
practicable prepare and file with the Commission the Exchange Offer
Registration Statement with respect to the Registered Exchange
Offer. The Company shall use its reasonable best efforts to cause
the Exchange Offer Registration Statement to become effective under
the Act and to complete the Registered Exchange Offer within
360 days of the Closing Date.
(b) Upon the
effectiveness of the Exchange Offer Registration Statement, the
Company shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable
each Holder electing to exchange Securities for New Securities
(assuming that such Holder is not an Affiliate of the Company,
acquires the New Securities in the ordinary course of such
Holder’s business, has no arrangements with any person to
participate in the distribution of the New Securities and is not
prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such New
Securities from and after their receipt without any limitations or
restrictions under the Act and without material restrictions under
the securities laws of a substantial proportion of the several
states of the United States.
(c) In
connection with the Registered Exchange Offer, the Company
shall:
(i) mail to each
Holder a copy of the Prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of
transmittal and related documents;
(ii) keep the
Registered Exchange Offer open for not less than 20 Business Days
and use its reasonable best efforts to keep the Registered Exchange
Offer open for not more than 40 Business Days after the date notice
thereof is mailed to the Holders (or, in each case, longer if
required by applicable law);
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(iii) use its
reasonable best efforts to keep the Exchange Offer Registration
Statement continuously effective under the Act, supplemented and
amended as required, under the Act to ensure that it is available
for sales of New Securities by Exchanging Dealers during the
Exchange Offer Registration Period;
(iv) utilize the
services of a depositary for the Registered Exchange Offer with an
address in the Borough of Manhattan in New York City, which may be
the Trustee, the New Securities Trustee or an Affiliate of either
of them;
(v) permit Holders
to withdraw tendered Securities (in accordance with the procedures
set forth in the Exchange Offer Registration Statement) at any time
prior to the close of business, New York time, on the last Business
Day on which the Registered Exchange Offer is open;
(vi) prior to
effectiveness of the Exchange Offer Registration Statement, provide
a supplemental letter to the Commission (A) stating that the
Company is conducting the Registered Exchange Offer in reliance on
the position of the Commission in Exxon Capital Holdings
Corporation (pub. avail. May 13, 1988), Morgan Stanley and
Co., Inc. (pub. avail. June 5, 1991); and (B) including a
representation that the Company has not entered into any
arrangement or understanding with any person to distribute the New
Securities to be received in the Registered Exchange Offer and
that, to the Company’s information and belief, each Holder
participating in the Registered Exchange Offer is acquiring the New
Securities in the ordinary course of business and has no
arrangement or understanding with any person to participate in the
distribution of the New Securities; and
(vii) comply in
all material respects with all applicable laws.
(d) As soon
as practicable after the close of the Registered Exchange Offer,
the Company shall:
(i) accept for
exchange all Securities tendered and not validly withdrawn pursuant
to the Registered Exchange Offer;
(ii) deliver or
cause to be delivered to the Trustee for cancellation in accordance
with Section 4(s) all Securities so accepted for exchange;
and
(iii) cause the
New Securities Trustee promptly to authenticate and deliver to each
Holder of Securities a principal amount of New Securities equal to
the principal amount of the Securities of such Holder so accepted
for exchange.
(e) Each
Holder hereby acknowledges and agrees that any Broker-Dealer and
any such Holder using the Registered Exchange Offer to participate
in a distribution of the New Securities (i) could not under
Commission policy as in effect on the date of this Agreement rely
on the position of the Commission in Exxon Capital Holdings
Corporation (pub. avail. May 13, 1988) and Morgan Stanley and
Co., Inc. (pub. avail. June 5, 1991), as interpreted in the
Commission’s letter to Shearman & Sterling dated
July 2, 1993 and similar no-action letters and (ii) must
comply with the registration and prospectus delivery requirements
of the Act in connection with
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any secondary
resale transaction, which must be covered by an effective
registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of
Regulation S-K under the Act if the resales are of New
Securities obtained by such Holder in exchange for Securities
acquired by such Holder directly from the Company or one of its
Affiliates. Accordingly, each Holder participating in the
Registered Exchange Offer shall be required to represent to the
Company that:
(i) any New
Securities to be received by such Holder will be acquired in the
ordinary course of business;
(ii) at the time
of the consummation of the Registered Exchange Offer, such Holder
will have no arrangement or understanding with any person to
participate in the distribution of the Securities or the New
Securities within the meaning of the Act; and
(iii) such Holder
is not an Affiliate of the Company;
and to make
such other representations as may be necessary under applicable
Commission rules, regulations or interpretations to render the use
of the Form S-4 or other appropriate form under the Act
available.
(f) If, in
the reasonable opinion of the Placement Agents, it is not eligible
to participate in the Registered Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold
allotment, at the request of the Placement Agents, the Company
shall issue and deliver to the Placement Agents or the person
purchasing New Securities registered under a Shelf Registration
Statement as contemplated by Section 3 hereof from the
Placement Agents, in exchange for such Securities, a like principal
amount of New Securities. The Company shall use its reasonable best
efforts to cause the CUSIP Service Bureau to issue the same CUSIP
number for such New Securities as for New Securities issued
pursuant to the Registered Exchange Offer.
3. Shelf
Registration . (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission’s staff,
the Company determines upon advice of its outside counsel that it
is not permitted to effect the Registered Exchange Offer as
contemplated by Section 2 hereof; (ii) for any other
reason the Registered Exchange Offer is not consummated within
360 days of the date hereof; (iii) any Holder (other than
the Placement Agents) is not eligible to participate in the
Registered Exchange Offer other than by reason of such Holder being
an Affiliate of the Company; (iv) based on their reasonable
opinion, the Placement Agents so requests with respect to
Securities that are not eligible to be exchanged for New Securities
in the Registered Exchange Offer that are held by them following
consummation of the Registered Exchange Offer, such request being
in writing and delivered to the Company; or (v) in the case
that the Placement Agents participate in the Registered Exchange
Offer or acquire New Securities pursuant to Section 2(f) hereof, in
their reasonable opinion the Placement Agents do not receive freely
tradeable New Securities in exchange for Securities constituting
any portion of an unsold allotment (it being understood that
(A) the requirement that the Placement Agents deliver a
Prospectus containing the information required by Item 507 or
508 of Regulation S-K under the Act in connection with sales
of New Securities acquired in exchange for such Securities shall
result in such New Securities being not “freely
tradeable” and (B) the requirement that an Exchanging
Dealer deliver a Prospectus in connection with sales of
New
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Securities
acquired in the Registered Exchange Offer in exchange for
Securities acquired as a result of market-making activities or
other trading activities shall not result in such New Securities
being not “freely tradeable”), the Company shall effect
a Shelf Registration Statement in accordance with subsection
(b) below.
(b) (i) The
Company shall as promptly as practicable file with the Commission
and shall use its reasonable best efforts to cause to be declared
effective under the Act within 360 days after the Closing
Date, a Shelf Registration Statement relating to the offer and sale
of the Securities or the New Securities, as applicable, by the
Holders thereof from time to time in accordance with the methods of
distribution elected by such Holders and set forth in such Shelf
Registration Statement; provided, however, that no Holder (other
than the Placement Agents) shall be entitled to have the Securities
held by it covered by such Shelf Registration Statement unless such
Holder agrees in writing to be bound by all of the provisions of
this Agreement applicable to such Holder (it being understood that
Holders who would have received freely transferable Securities
pursuant to the Registered Exchange Offer had they not
(A) failed to duly tender their Securities for exchange
pursuant to the Registered Exchange Offer (other than the Placement
Agents in connection with Securities held by them constituting any
portion of an unsold allotment), or otherwise failed to comply with
the requirements of the Registered Exchange Offer as provided in
Section 2 hereof or (B) failed to furnish to the Company
such information as the Company may request in accordance with
Section 4(o) in connection with a Shelf Registration Statement,
shall not retain any rights under this Agreement, including any
right to have Securities owned by them included in any Shelf
Registration Statement); and provided further that, with respect to
New Securities received by the Placement Agents in exchange for
Securities constituting any portion of an unsold allotment, the
Company may, if permitted by current interpretations by the
Commission’s staff, file a post-effective amendment to the
Exchange Offer Registration Statement containing the information
required by Item 507 or 508 of Regulation S-K of the Act,
as applicable, in satisfaction of its obligations under this
subsection with respect thereto, and any such Exchange Offer
Registration Statement, as so amended, shall be referred to herein
as, and governed by the provisions herein applicable to, a Shelf
Registration Statement.
(ii) The
Company shall, except as permitted under Section 4(k)(ii),
keep the Shelf Registration Statement continuously effective,
supplemented and amended as required by the Act, in order to permit
the Prospectus forming part thereof to be usable by Holders for a
period (the “Shelf Registration Period”) from the date
the Shelf Registration Statement is declared effective by the
Commission until (A) the first anniversary thereof or
(B) the earlier date upon which all the Securities or New
Securities, as applicable, covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration
Statement.
(iii) The
Company shall cause the Shelf Registration Statement and the
related Prospectus and any amendment or supplement thereto, as of
the effective date of the Shelf Registration Statement or such
amendment or supplement, (A) to comply in all material
respects with the applicable requirements of the Act; and
(B) not to contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary in order to make the statements therein (in the case of
the Prospectus, in the light of the circumstances under which they
were made) not misleading.
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4.
Additional Registration Procedures . In connection with any
Shelf Registration Statement and, to the extent applicable, any
Exchange Offer Registration Statement, the following provisions
shall apply.
(i) furnish to the
Placement Agents and to counsel for the Majority Holders, not less
than five Business Days prior to the filing thereof with the
Commission, a copy of any Exchange Offer Registration Statement and
any Shelf Registration Statement, and each amendment thereof and
each amendment or supplement, if any, to the Prospectus included
therein (including all documents incorporated by reference therein
after the initial filing) and shall use its reasonable best efforts
to reflect in each such document, when so filed with the
Commission, such comments as the Placement Agents may reasonably
propose;
(ii) include the
information set forth in Annex A hereto on the facing page of the
Exchange Offer Registration Statement, in Annex B hereto in the
forepart of the Exchange Offer Registration Statement in a section
setting forth details of the Exchange Offer, in Annex C hereto in
the underwriting or plan of distribution section of the Prospectus
contained in the Exchange Offer Registration Statement, and in
Annex D hereto in the letter of transmittal delivered pursuant to
the Registered Exchange Offer;
(iii) if requested
by the Placement Agents, include the information required by Item
507 or 508 of Regulation S-K, as applicable, in the Prospectus
contained in the Exchange Offer Registration Statement;
and
(iv) in the case
of a Shelf Registration Statement, include the names of the Holders
that propose to sell Securities pursuant to the Shelf Registration
Statement as selling security holders.
(b) The
Company shall ensure that:
(i) any
Registration Statement and any amendment thereto and any Prospectus
forming part thereof and any amendment or supplement thereto
complies in all material respects with the Act; and
(ii) any
Registration Statement and any amendment thereto does not, when it
becomes effective, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.
(c) The
Company shall advise the Placement Agents, the Holders of
Securities covered by any Shelf Registration Statement and any
Exchanging Dealer under any Exchange Offer Registration Statement
that has provided in writing to the Company a telephone or
facsimile number and address for notices, and, if requested by any
Placement Agent or any such Holder or Exchanging Dealer, shall
confirm such advice in writing (which notice pursuant to clauses
(ii)-(v) hereof shall be accompanied by an instruction to suspend
the use of the Prospectus until the Company shall have remedied the
basis for such suspension):
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(i) when a
Registration Statement and any amendment thereto has been filed
with the Commission and when the Registration Statement or any
post-effective amendment thereto has become effective;
(ii) of any
request by the Commission for any amendment or supplement to the
Registration Statement or the Prospectus or for additional
information;
(iii) of the
issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose;
(iv) of the
receipt by the Company of any notification with respect to the
suspension of the qualification of the securities included therein
for sale in any jurisdiction or the institution or threatening of
any proceeding for such purpose; and
(v) of the
happening of any event that requires any change in the Registration
Statement or the Prospectus so that, as of such date, they
(A) do not contain any untrue statement of a material fact and
(B) do not omit to state a material fact required to be stated
therein or necessary to make the statements therein (in the case of
the Prospectus, in the light of the circumstances under which they
were made) not misleading.
(d) The
Company shall use its reasonable best efforts to prevent the
issuance of any order suspending the effectiveness of any
Registration Statement or the qualification of the securities
therein for sale in any jurisdiction and, if issued, to obtain as
soon as possible the withdrawal thereof.
(e) The
Company shall furnish to each Holder of Securities covered by any
Shelf Registration Statement, without charge, at least one copy of
such Shelf Registration Statement and any post-effective amendment
thereto, including all material incorporated therein by reference,
and, if the Holder so requests in writing, all exhibits thereto
(including exhibits incorporated by reference therein).
(f) The
Company shall, during the Shelf Registration Period, deliver to
each Holder of Securities covered by any Shelf Registration
Statement, without charge, as many copies of the Prospectus
(including the Preliminary Prospectus) included in such Shelf
Registration Statement and any amendment or supplement thereto as
such Holder may reasonably request. The Company consents to the use
of the Prospectus or any amendment or supplement thereto by each of
the selling Holders of Securities in connection with the offering
and sale of the Securities covered by the Prospectus, or any
amendment or supplement thereto, included in the Shelf Registration
Statement.
(g) The
Company shall furnish to each Exchanging Dealer which so requests,
without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto,
including all material incorporated by reference therein, and, if
the Exchanging Dealer so requests in writing, all exhibits thereto
(including exhibits incorporated by reference therein).
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(h) The
Company shall promptly deliver to the Placement Agents, each
Exchanging Dealer and each other person required to deliver a
Prospectus during the Exchange Offer Registration Period, without
charge, as many copies of the Prospectus included in such Exchange
Offer Registration Statement and any amendment or supplement
thereto as any such person may reasonably request. The Company
consents to the use of the Prospectus or any amendment or
supplement thereto by the Placement Agents, any Exchanging Dealer
and any such other person that may be required to deliver a
Prospectus following the Registered Exchange Offer in connection
with the offering and sale of the New Securities covered by the
Prospectus, or any amendment or supplement thereto, included in the
Exchange Offer Registration Statement.
(i) Prior to
the Registered Exchange Offer or any other offering of Securities
pursuant to any Registration Statement, the Company shall arrange,
if necessary, for the qualification of the Securities or the New
Securities for sale under the laws of such jurisdictions as any
Holder shall reasonably request and shall maintain such
qualification in effect so long as required; provided that in no
event shall the Company be obligated to qualify to do business in
any jurisdiction where it is not then so qualified or to take any
action that would subject it to service of process in suits in any
such jurisdiction where it is not then so subject.
(j) The
Company shall cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing New
Securities or Securities to be issued or sold pursuant to any
Registration Statement free of any restrictive legends and in such
denominations and registered in such names as Holders may request
at least two Business Days prior to such sale of Securities or New
Securities.
(k)
(i) Upon the occurrence of any event contemplated by
subsections (c)(ii) through (v) above, the Company shall promptly
prepare a post-effective amendment to the applicable Registration
Statement or an amendment or supplement to the related Prospectus
or file any other required document so that, as thereafter
delivered, the Prospectus will not include an 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 the
light of the circumstances under which they were made, not
misleading. In such circumstances, the period of effectiveness of
the Exchange Offer Registration Statement provided for in
Section 2 shall be extended by the number of days from and
including the date of the giving of a notice of suspension pursuant
to Section 4(c) to and including the date when the Placement
Agents, the Holders of the Securities and any known Exchanging
Dealer shall have received such amended or supplemented Prospectus
pursuant to this Section.
(ii) Upon the
happening of any event of the kind described in subsection (c)(v)
hereof, or the determination by the Company that, in its reasonable
judgment and upon written advice of counsel, the continued
effectiveness and use of the Shelf Registration Statement would
require the disclosure of confidential information or interfere
with any financing, acquisition, reorganization or other material
transaction involving the Company, such Holder will forthwith
discontinue disposition of Securities or New Securities pursuant to
a Registration Statement until such Holder’s receipt of the
copies of the supplemented or amended Prospectus contemplated by
subsection (f) hereof (or a notice from the Company that such
Holder may resume use of the existing Prospectus), and, if so
directed by the Company, such Holder will deliver to the Company
(at the
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Company’s
expense) all copies in its possession, other than permanent file
copies then in such Holder’s possession, of the Prospectus
covering such Securities current at the time of receipt of such
notice. If the Company shall give any such notice to suspend the
disposition of Securities pursuant to a Registration Statement, the
Company shall extend the period during which the Registration
Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date
of the giving of such notice to and including the date when the
Holders shall have (A) received copies of the
suppleme
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