Exhibit 4.3
Registration Rights
Agreement
Dated as of October 8,
2009
among
Windstream
Corporation,
the Guarantors identified
herein,
and
J.P. Morgan Securities
Inc.
REGISTRATION RIGHTS
AGREEMENT
This Registration Rights Agreement
(the “Agreement”) is made and entered into this
8 th
day of October, 2009, among
Windstream Corporation, a Delaware corporation (the
“Company”), the subsidiaries of the Company identified
as Guarantors on the signature pages hereto ( the
“Guarantors”) and J.P. Morgan Securities Inc., as
representative of the several initial purchasers listed in Schedule
A to the Purchase Agreement (collectively, the “Initial
Purchasers”).
This Agreement is made pursuant to
the Purchase Agreement, dated September 29, 2009, among the
Company, the Guarantors and the Initial Purchasers (the
“Purchase Agreement”), which provides for the sale by
the Company to the Initial Purchasers of an aggregate of $400.0
million principal amount of the Company’s 7.875% Senior Notes
due 2017 (the “Initial Securities”). In order to induce
the Initial Purchasers to enter into the Purchase Agreement, the
Company and the Guarantors have agreed to provide to the Initial
Purchasers and their direct and indirect transferees the
registration rights set forth in this Agreement. The execution of
this Agreement is a condition to the closing under the Purchase
Agreement.
In consideration of the foregoing,
the parties hereto agree as follows:
1. Definitions .
As used in this Agreement, the
following capitalized defined terms shall have the following
meanings:
“ 1933 Act ”
shall mean the Securities Act of 1933, as amended from time to
time.
“ 1934 Act ”
shall mean the Securities Exchange Act of l934, as amended from
time to time.
“ Closing Date ”
shall mean the Closing Time as defined in the Purchase
Agreement.
“ Company ” shall
have the meaning set forth in the preamble and shall also include
the Company’s successors.
“ Depositary ”
shall mean The Depository Trust Company, or any other depositary
appointed by the Company, which depositary must be a clearing
agency registered under the 1934 Act.
“ Exchange Offer
” shall mean the exchange offer by the Company of Exchange
Securities for Registrable Securities pursuant to Section 2.1
hereof.
“ Exchange Offer
Registration ” shall mean a registration under the 1933
Act effected pursuant to Section 2.1 hereof.
“ Exchange Offer
Registration Statement ” shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another
appropriate form), and all amendments and supplements to such
registration statement, including the Prospectus contained therein,
all exhibits thereto and all documents incorporated by reference
therein.
“ Exchange Period
” shall have the meaning set forth in Section 2.1
hereof.
“ Exchange Securities
” shall mean the 7.875% Senior Exchange Notes due 2017 issued
by the Company and guaranteed by the Guarantors under the Indenture
containing terms identical to the Initial Securities in all
material respects (except for references to certain interest rate
provisions, restrictions on transfers and restrictive legends), to
be offered to Holders of Initial Securities in exchange for
Registrable Securities pursuant to the Exchange Offer.
“ Guarantors ”
shall have the meaning set forth in the preamble and shall also
include the Guarantors’ respective successors.
“ Holder ” shall
mean each Initial Purchaser, for so long as it owns any Registrable
Securities, and each of its successors, assigns and direct and
indirect transferees who become registered owners of Registrable
Securities under the Indenture and each Participating Broker-Dealer
that holds Exchange Securities for so long as such Participating
Broker-Dealer is required to deliver a prospectus meeting the
requirements of the 1933 Act in connection with any resale of such
Exchange Securities.
“ Indenture ”
shall mean the Indenture relating to the Initial Securities, dated
as of October 8, 2009, among the Company, the Guarantors and
U.S. Bank National Association, as trustee, as the same may be
amended, supplemented, waived or otherwise modified from time to
time in accordance with the terms thereof.
“ Initial Purchaser
” or “ Initial Purchasers ” shall have the
meaning set forth in the preamble.
“ Majority Holders
” shall mean the Holders of a majority of the aggregate
principal amount of Outstanding (as defined in the Indenture)
Registrable Securities; provided that whenever the consent
or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by
the Company and other obligors on the Initial Securities or any
Affiliate (as defined in the Indenture) of the Company shall be
disregarded in determining whether such consent or approval was
given by the Holders of such required percentage amount.
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“ Participating
Broker-Dealer ” shall mean J.P. Morgan Securities Inc.
and any other broker-dealer which makes a market in the Initial
Securities and exchanges Registrable Securities in the Exchange
Offer for Exchange Securities.
“ Person ” shall
mean an individual, partnership (general or limited), corporation,
limited liability company, trust or unincorporated organization, or
a government or agency or political subdivision thereof.
“ Private Exchange
” shall have the meaning set forth in Section 2.1
hereof.
“ Private Exchange
Securities ” shall have the meaning set forth in
Section 2.1 hereof.
“ Prospectus ”
shall mean the prospectus included in a Registration Statement,
including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including any
such prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Securities covered by a
Shelf Registration Statement, and by all other amendments and
supplements to a prospectus, including post-effective amendments,
and in each case including all material incorporated by reference
therein.
“ Purchase Agreement
” shall have the meaning set forth in the
preamble.
“ Registrable
Securities ” shall mean (i) the Initial Securities
and, if issued, the Private Exchange Securities; provided,
however , that Initial Securities and, if issued, the Private
Exchange Securities, shall cease to be Registrable Securities when
(1) a Registration Statement with respect to such Initial
Securities shall have been declared effective under the 1933 Act
and such Initial Securities shall have been disposed of pursuant to
such Registration Statement, (2) such Initial Securities have
been sold to the public pursuant to Rule l44 (or any similar
provision then in force, but not Rule 144A) under the 1933 Act,
(3) such Initial Securities shall have ceased to be
outstanding or (4) the Exchange Offer is consummated (except
in the case of Initial Securities purchased from the Company and
continued to be held by an Initial Purchaser) and (ii) any
Exchange Securities issued to a Participating Broker-Dealer until
resold under the Exchange Offer Registration Statement.
“ Registration Expenses
” shall mean any and all expenses incident to performance of
or compliance by the Company with this Agreement, including without
limitation: (i) all SEC, stock exchange or National
Association of Securities Dealers, Inc. (the “NASD”)
registration and filing fees, including, if applicable, the fees
and expenses of any “qualified independent underwriter”
(and its counsel) that is required to be retained by any holder of
Registrable Securities in accordance with the rules and regulations
of the NASD, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws and
compliance with the rules of the NASD (including reasonable fees
and disbursements of counsel for any underwriters or Holders
in
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connection with blue sky
qualification of any of the Exchange Securities or Registrable
Securities and any filings with the NASD), (iii) all expenses
of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement,
any Prospectus, any amendments or supplements thereto, any
underwriting agreements, securities sales agreements and other
documents relating to the performance of and compliance with this
Agreement, (iv) all fees and expenses incurred in connection
with the listing, if any, of any of the Registrable Securities on
any securities exchange or exchanges, (v) all rating agency
fees, (vi) the fees and disbursements of counsel for the
Company or the Guarantors and of the independent public accountants
of the Company or the Guarantors, including the expenses of any
special audits or “cold comfort” letters required by or
incident to such performance and compliance, (vii) the fees
and expenses of the Trustee, and any escrow agent or custodian,
(viii) the reasonable fees and disbursements of Davis
Polk & Wardwell, special counsel representing the Holders
of Registrable Securities in connection with a Shelf Registration
hereunder and (ix) any fees and disbursements of the
underwriters customarily required to be paid by issuers or sellers
of securities and the fees and expenses of any special experts
retained by the Company or the Guarantors in connection with any
Registration Statement, but excluding underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or
disposition of Registrable Securities by a Holder.
“ Registration
Statement ” shall mean any registration statement of the
Company which covers any of the Exchange Securities or Registrable
Securities pursuant to the provisions of this Agreement, and all
amendments and supplements to any 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.
“ SEC ” shall
mean the Securities and Exchange Commission or any successor agency
or government body performing the functions currently performed by
the United States Securities and Exchange Commission.
“ Shelf Registration
” shall mean a registration effected pursuant to
Section 2.2 hereof.
“ Shelf Registration
Statement ” shall mean a “shelf” registration
statement of the Company pursuant to the provisions of
Section 2.2 of this Agreement which covers Registrable
Securities or Private Exchange Securities on an appropriate form
under Rule 415 under the 1933 Act, or any similar rule that may be
adopted by the SEC, and all 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 Initial Securities, the
Private Exchange Securities, if issued, and/or the Exchange
Securities under the Indenture.
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2. Registration Under the 1933
Act .
2.1 Exchange Offer . The
Company and the Guarantors shall, for the benefit of the Holders,
at their cost, (A) prepare and, not later than 120 days
following the Closing Date, file with the SEC an Exchange Offer
Registration Statement on an appropriate form under the 1933 Act
with respect to a proposed Exchange Offer and the issuance and
delivery to the Holders, in exchange for the Registrable Securities
(other than Private Exchange Securities) of a like principal amount
of Exchange Securities, (B) use their commercially reasonable
efforts to cause the Exchange Offer Registration Statement to be
declared effective under the 1933 Act within 180 days of the
Closing Date and (C) use their commercially reasonable efforts
to cause the Exchange Offer to be consummated not later than 210
days following the Closing Date. The Exchange Securities will be
issued under the Indenture. Upon the effectiveness of the Exchange
Offer Registration Statement, the Company and the Guarantors shall
promptly commence the Exchange Offer, it being the objective of
such Exchange Offer to enable each Holder eligible and electing to
exchange Registrable Securities for Exchange Securities (assuming
that such Holder (a) is not an affiliate of the Company within
the meaning of Rule 405 under the 1933 Act, (b) is not a
broker-dealer tendering Registrable Securities acquired directly
from the Company for its own account, (c) acquired the
Exchange Securities in the ordinary course of such Holder’s
business and (d) has no arrangements or understandings with
any Person to participate in the Exchange Offer for the purpose of
distributing the Exchange Securities, and has made representations
to the Company to that effect) to transfer such Exchange Securities
from and after their receipt without any limitations or
restrictions under the 1933 Act and under state securities or blue
sky laws.
In connection with the Exchange
Offer, the Company and the Guarantors shall:
(a) mail as promptly as practicable
after the Exchange Offer Registration Statement has been declared
effective under the 1933 Act 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;
(b) keep the Exchange Offer open for
acceptance for a period of not less than 30 calendar days after the
date notice thereof is mailed to the Holders (or longer if required
by applicable law) (such period referred to herein as the
“Exchange Period”);
(c) utilize the services of the
Depositary for the Exchange Offer;
(d) permit Holders to withdraw
tendered Registrable Securities at any time prior to 5:00 p.m.
(Eastern Time), on the last business day of the Exchange Period, by
sending to the institution specified in the notice, a telegram,
telex, facsimile transmission or letter setting forth the name of
such Holder, the principal amount of Registrable Securities
delivered for exchange, and a statement that such Holder is
withdrawing such Holder’s election to have such Registrable
Securities exchanged;
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(e) notify each Holder that any
Registrable Security not tendered will remain outstanding and
continue to accrue interest, but will not retain any rights under
this Agreement (except in the case of the Initial Purchasers and
Participating Broker-Dealers as provided herein); and
(f) otherwise comply in all respects
with all applicable laws relating to the Exchange Offer.
If, prior to consummation of the
Exchange Offer, an Initial Purchaser holds any Initial Securities
acquired by them and having the status of an unsold allotment in
the initial distribution, the Company and the Guarantors upon the
request of any such Initial Purchaser shall, simultaneously with
the delivery of the Exchange Securities in the Exchange Offer,
issue and deliver to such Initial Purchaser in exchange (the
“Private Exchange”) for the Initial Securities held by
such Initial Purchaser, a like principal amount of debt securities
of the Company on a senior basis, that are identical (except that
such securities shall bear appropriate transfer restrictions) to
the Exchange Securities (the “Private Exchange
Securities”). For the avoidance of doubt, such Exchange
Securities shall be likewise guaranteed by the
Guarantors.
The Exchange Securities and the
Private Exchange Securities shall be issued under (i) the
Indenture or (ii) an indenture identical in all material
respects to the Indenture and which, in either case, has been
qualified under the Trust Indenture Act of 1939, as amended (the
“TIA”), or is exempt from such qualification and shall
provide that the Exchange Securities shall not be subject to the
transfer restrictions set forth in the Indenture but that the
Private Exchange Securities shall be subject to such transfer
restrictions. The Indenture or such indenture shall provide that
the Initial Securities, the Exchange Securities and the Private
Exchange Securities shall vote and consent together on all matters
as one class and that none of the Exchange Securities, the Private
Exchange Securities or the Initial Securities will have the right
to vote or consent as a separate class on any matter. The Company
shall use all commercially reasonable efforts to have the Private
Exchange Securities bear the same CUSIP number as the Exchange
Securities. Neither the Company nor any of the Guarantors shall
have any liability under this Agreement solely as a result of such
Private Exchange Securities not bearing the same CUSIP number as
the Exchange Securities.
As soon as practicable after the
close of the Exchange Offer and/or the Private Exchange, as the
case may be, the Company and the Guarantors shall:
(i) accept for exchange all
Registrable Securities duly tendered and not validly withdrawn
pursuant to the Exchange Offer in accordance with the terms of the
Exchange Offer Registration Statement and the letter of transmittal
which shall be an exhibit thereto;
(ii) accept for exchange all Initial
Securities properly tendered pursuant to the Private
Exchange;
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(iii) deliver to the Trustee for
cancellation all Registrable Securities so accepted for exchange;
and
(iv) cause the Trustee promptly to
authenticate and deliver Exchange Securities or Private Exchange
Securities, as the case may be, to each Holder of Registrable
Securities so accepted for exchange in a principal amount equal to
the principal amount of the Registrable Securities of such Holder
so accepted for exchange.
Interest on each Exchange Security
and Private Exchange Security will accrue from the last date on
which interest was paid on the Registrable Securities surrendered
in exchange therefor (or if the Exchange Security or Private
Exchange Security is authenticated between a record date and an
interest payment date with respect to the Registrable Securities
surrendered in exchange therefor, from such interest payment date)
or, if no interest has been paid on such Registrable Securities,
from the date of original issuance of the Initial Securities
surrendered in exchange therefor. The Exchange Offer and the
Private Exchange shall not be subject to any conditions, other than
(i) that the Exchange Offer or the Private Exchange, or the
making of any exchange by a Holder, does not violate applicable law
or any applicable interpretation of the staff of the SEC,
(ii) the due tendering of Registrable Securities in accordance
with the Exchange Offer and the Private Exchange, (iii) that
each Holder of Registrable Securities exchanged in the Exchange
Offer shall have represented that all Exchange Securities to be
received by it shall be acquired in the ordinary course of its
business and that at the time of the consummation of the Exchange
Offer it shall have no arrangement or understanding with any person
to participate in the distribution (within the meaning of the 1933
Act) of the Exchange Securities and shall have made such other
representations as may be reasonably necessary under applicable SEC
rules, regulations or interpretations to render the use of Form S-4
or other appropriate form under the 1933 Act available,
(iv) all governmental approvals which the Company reasonably
deems necessary for the consummation of the Exchange Offer and the
Private Exchange shall have been obtained and (v) that no
action or proceeding shall have been instituted or threatened in
any court or by or before any governmental agency with respect to
the Exchange Offer or the Private Exchange which, in the
Company’s judgment, would reasonably be expected to impair
the ability of the Company or any of the Guarantors to proceed with
the Exchange Offer or the Private Exchange. The Company shall
inform the Initial Purchasers of the names and addresses of the
Holders to whom the Exchange Offer is made, and the Initial
Purchasers shall have the right to contact such Holders and
otherwise facilitate the tender of Registrable Securities in the
Exchange Offer.
2.2 Shelf Registration .
(i) If, because of any changes in law, SEC rules or
regulations or applicable interpretations thereof by the staff of
the SEC, the Company is not permitted to effect the Exchange Offer
as contemplated by Section 2.1 hereof, (ii) if for any
other reason the Exchange Offer is not consummated within 210 days
after the original issue of the Registrable Securities,
(iii) upon the request of any of the Initial Purchasers with
respect to Registrable Securities not eligible to be exchanged for
Exchange Securities in the Exchange Offer or (iv) if a Holder
is not permitted to participate in the Exchange Offer or does not
receive fully tradable Exchange Securities pursuant to the Exchange
Offer, then in case of each of clauses (i) through
(iv) the Company and the Guarantors shall, at their
cost:
(a) file with the SEC and use their
commercially reasonable efforts to cause to be declared effective
no later than 210 days after the original issue of the Registrable
Securities, a Shelf Registration Statement relating to the offer
and sale of the Registrable Securities by the Holders from time to
time in accordance with the methods of distribution elected by the
Majority Holders participating in the Shelf Registration and set
forth in such Shelf Registration Statement.
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(b) Use their commercially
reasonable efforts to keep the Shelf Registration Statement
continuously effective in order to permit the Prospectus forming
part thereof to be usable by Holders for a period of one year from
the date the Shelf Registration Statement is declared effective by
the SEC, or for such shorter period that will terminate when all
Registrable Securities covered by the Shelf Registration Statement
have been sold pursuant to the Shelf Registration Statement or
cease to be outstanding or otherwise to be Registrable Securities
(the “Effectiveness Period”); provided, however
, that the Effectiveness Period in respect of the Shelf
Registration Statement shall be extended to the extent required to
permit dealers to comply with the applicable prospectus delivery
requirements of Rule 174 under the 1933 Act and as otherwise
provided herein.
(c) Notwithstanding any other
provisions hereof, use their commercially reasonable efforts to
ensure that (i) any Shelf Registration Statement and any
amendment thereto and any Prospectus forming part thereof and any
supplement thereto complies in all material respects with the 1933
Act and the rules and regulations thereunder, (ii) any Shelf
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 and
(iii) any Prospectus forming part of any Shelf Registration
Statement, and any supplement to such Prospectus (as amended or
supplemented from time to time), does not include an untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements, in light of the
circumstances under which they were made, not
misleading.
The Company and the Guarantors shall
not permit any securities other than Registrable Securities to be
included in the Shelf Registration Statement. The Company and the
Guarantors further agree, if necessary, to supplement or amend the
Shelf Registration Statement, as required by Section 3(b)
below, and to furnish to the Holders of Registrable Securities
copies of any such supplement or amendment promptly after its being
used or filed with the SEC.
2.3 Expenses . The Company
shall pay all Registration Expenses in connection with the
registration pursuant to Section 2.1 or 2.2. Each Holder shall
pay all
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underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such
Holder’s Registrable Securities pursuant to the Shelf
Registration Statement.
2.4. Effectiveness .
(a) The Company and the Guarantors will be deemed not to have
used their commercially reasonable efforts to cause the Exchange
Offer Registration Statement or the Shelf Registration Statement,
as the case may be, to become, or to remain, effective during the
requisite period if the Company or any of the Guarantors
voluntarily takes any action that would, or omits to take any
action which omission would, result in any such Registration
Statement not being declared effective or in the Holders of
Registrable Securities covered thereby not being able to exchange
or offer and sell such Registrable Securities during that period as
and to the extent contemplated hereby, unless such action is
required by applicable law.
(b) An Exchange Offer Registration
Statement pursuant to Section 2.1 hereof or a Shelf
Registration Statement pursuant to Section 2.2 hereof will not
be deemed to have become effective unless it has been declared
effective by the SEC; provided, however , that if, after it
has been declared effective, the offering of Registrable Securities
pursuant to an Exchange Offer Registration Statement or a Shelf
Registration Statement is interfered with by any stop order,
injunction or other order or requirement of the SEC or any other
governmental agency or court, such Registration Statement will be
deemed not to have become effective during the period of such
interference, until the offering of Registrable Securities pursuant
to such Registration Statement may legally resume.
2.5 Interest . In the event
that either (a) the Exchange Offer Registration Statement is
not filed with the SEC on or prior to the 120th calendar day
following the date of original issue of the Initial Securities,
(b) the Exchange Offer Registration Statement has not been
declared effective on or prior to the 180th calendar day following
the date of original issue of the Initial Securities or
(c) the Exchange Offer is not consummated or a Shelf
Registration Statement is not declared effective, in either case,
on or prior to the 210th calendar day following the date of
original issue of the Initial Securities (each such event referred
to in clauses (a) through (c) above, a “
Registration Default ”), the interest rate borne by
the Initial Securities shall be increased (such additional interest
being referred to as “ Additional Interest ”) by
0.25% per annum upon the occurrence of each Registration
Default, which rate will be further increased by 0.25% each 90-day
period that such Additional Interest continues to accrue under any
such circumstance, provided that the maximum aggregate
increase in the interest rate of Initial Securities will in no
event exceed 1% per annum. Following the cure of all
Registration Defaults, the accrual of Additional Interest will
cease and the interest rate will revert to the original
rate.
If the Shelf Registration Statement
is unusable by the Holders for any reason, and the aggregate number
of days in any consecutive twelve-month period for which the Shelf
Registration Statement shall not be usable exceeds 30 days in the
aggregate, then the interest rate borne by the Initial Securities
shall be increased by 0.25% per annum of the principal amount
of the Initial Securities for the first 90-day period (or portion
thereof) beginning on the 31 st such
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date that such Shelf Registration Statement
ceases to be usable, which rate shall be increased by an additional
0.25% per annum of the principal amount of the Initial
Securities at the beginning of each subsequent 90-day period,
provided that the maximum aggregate increase in the interest
rate of Initial Securities will in no event exceed 1% per
annum. Any amounts payable under this paragraph shall also be
deemed “Additional Interest” for purposes of this
Agreement. Upon the Shelf Registration Statement once again
becoming usable, the interest rate borne by the Initial Securities
will be reduced to the original interest rate if the Company and
the Guarantors are otherwise in compliance with this Agreement at
such time. Additional Interest shall be computed based on the
actual number of days elapsed in each 90-day period in which the
Shelf Registration Statement is unusable.
The Company shall notify the Trustee
within five business days after each and every date on which an
event occurs in respect of which Additional Interest is required to
be paid (an “Event Date”). Additional Interest shall be
paid by depositing with the Trustee, in trust, for the benefit of
the Holders of Registrable Securities, on or before the applicable
semiannual interest payment date, immediately available funds in
sums sufficient to pay the Additional Interest then due. The
Additional Interest due shall be payable on each interest payment
date to the record Holder of Initial Securities entitled to receive
the interest payment to be paid on such date as set forth in the
Indenture. Each obligation to pay Additional Interest shall be
deemed to accrue from and including the day following the
applicable Event Date.
3. Registration Procedures
.
In connection with the obligations
of the Company and the Guarantors with respect to Registration
Statements pursuant to Sections 2.1 and 2.2 hereof, the Company and
the Guarantors 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 selling Holders
thereof, (iii) shall 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
Regulation S-T under the 1933 Act, and use their commercially
reasonable efforts to cause such Registration Statement to become
effective and remain effective in accordance with Section 2
hereof;
(b) 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; 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);
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