SECTION 4(C)(VI) OR 4(C)(VII), PREPARE A
SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO EACH REGISTRATION STATEMENT OR A
SUPPLEMENT TO THE RELATED PROSPECTUS OR ANY DOCUMENT INCORPORATED THEREIN BY
REFERENCE OR FILE ANY OTHER REQUIRED DOCUMENT SO THAT, AS THEREAFTER DELIVERED
TO THE PURCHASERS OF THE REGISTRABLE SECURITIES BEING SOLD THEREUNDER, SUCH
PROSPECTUS WILL NOT 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, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING.
(J)
USE ITS REASONABLE EFFORTS TO CAUSE ALL
REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT TO BE LISTED ON
THE PRINCIPAL SECURITIES EXCHANGE OR EXCHANGES OR QUALIFIED FOR TRADING ON THE
PRINCIPAL OVER THE COUNTER MARKET, IF ANY, ON WHICH SECURITIES ISSUED BY THE
COMPANY OF THE SAME CLASS ARE THEN LISTED OR QUALIFIED OR, IF NO SUCH SECURITIES
ISSUED BY THE COMPANY ARE THEN SO LISTED OR QUALIFIED, ON SUCH SECURITIES
EXCHANGE OR OVER THE COUNTER MARKET AS THE COMPANY SHALL DETERMINE.
(K)
AS NEEDED, (I) ENGAGE AN APPROPRIATE
TRANSFER AGENT AND PROVIDE THE TRANSFER AGENT WITH PRINTED CERTIFICATES FOR THE
REGISTRABLE SECURITIES IN A FORM ELIGIBLE FOR DEPOSIT WITH THE DEPOSITORY TRUST
COMPANY AND (II) PROVIDE A CUSIP NUMBER FOR THE REGISTRABLE SECURITIES.
(L)
ENTER INTO SUCH CUSTOMARY AGREEMENTS
(INCLUDING, IN THE EVENT OF AN UNDERWRITTEN OFFERING, AN UNDERWRITING AGREEMENT
IN FORM, SCOPE AND SUBSTANCE AS IS CUSTOMARY IN UNDERWRITTEN OFFERINGS) AND TAKE
ALL SUCH OTHER COMMERCIALLY REASONABLE AND CUSTOMARY ACTIONS IN CONNECTION
THEREWITH (INCLUDING IN THE EVENT OF AN UNDERWRITTEN OFFERING, THOSE REASONABLY
REQUESTED BY THE MANAGING UNDERWRITERS) IN ORDER TO FACILITATE THE DISPOSITION
OF SUCH REGISTRABLE SECURITIES AND IN SUCH CONNECTION, BUT ONLY WHERE AN
UNDERWRITING AGREEMENT IS ENTERED INTO IN CONNECTION WITH AN UNDERWRITTEN
OFFERING, (I) MAKE SUCH REPRESENTATIONS AND WARRANTIES TO THE UNDERWRITERS WITH
RESPECT TO THE BUSINESSES OF THE COMPANY AND ITS SUBSIDIARIES, THE REGISTRATION
STATEMENT, PROSPECTUS AND DOCUMENTS INCORPORATED BY REFERENCE OR DEEMED
INCORPORATED BY REFERENCE THEREIN, IF ANY, IN EACH CASE, IN FORM, SUBSTANCE AND
SCOPE AS ARE CUSTOMARILY MADE BY ISSUERS TO UNDERWRITERS IN UNDERWRITTEN
OFFERINGS AND CONFIRM THE SAME IF AND WHEN REQUESTED; (II) USE REASONABLE BEST
EFFORTS TO OBTAIN OPINIONS OF COUNSEL TO THE COMPANY AND UPDATES THEREOF, WHICH
COUNSEL AND OPINIONS (IN FORM, SCOPE AND SUBSTANCE) SHALL BE REASONABLY
SATISFACTORY TO THE MANAGING UNDERWRITERS, IF ANY, ADDRESSED TO EACH OF THE
UNDERWRITERS COVERING THE MATTERS CUSTOMARILY COVERED IN OPINIONS REQUESTED IN
UNDERWRITTEN OFFERINGS AND SUCH OTHER MATTERS AS MAY BE REASONABLY REQUESTED BY
SUCH UNDERWRITERS; (III) USE REASONABLE BEST EFFORTS TO OBTAIN "COMFORT" LETTERS
AND UPDATES THEREOF FROM THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE
COMPANY (AND, IF NECESSARY, ANY OTHER CERTIFIED PUBLIC
8
ACCOUNTANTS OF ANY SUBSIDIARY OF THE COMPANY OR OF ANY BUSINESS ACQUIRED BY THE
COMPANY FOR WHICH FINANCIAL STATEMENTS AND FINANCIAL DATA IS, OR IS REQUIRED TO
BE, INCLUDED IN THE REGISTRATION STATEMENT), ADDRESSED TO EACH OF THE
UNDERWRITERS, SUCH