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 letters to be in customary form and covering matters of the
type customarily covered in "comfort" letters in connection with underwritten
offerings; and (iv) in the case of any Underwritten Offering where the proposed
maximum aggregate offering price for the Registrable Securities offered
thereunder exceeds $30 million, cause the Company's management to be made
reasonably available for, and assist in, the marketing and disposition of such
Registrable Securities in the manner and to the extent reasonably requested by
the underwriters including, without limitation, participation by management in
customary road shows, investor conferences and other similar presentations. The
foregoing actions will be taken in connection with each closing under such
underwriting agreement as and to the extent required thereunder.
(M)
MAKE AVAILABLE FOR REASONABLE INSPECTION DURING NORMAL
BUSINESS HOURS BY A REPRESENTATIVE OF THE HOLDERS HOLDING REGISTRABLE SECURITIES
BEING SOLD, ANY UNDERWRITER PARTICIPATING IN ANY DISPOSITION OF REGISTRABLE
SECURITIES, AND ANY ATTORNEY OR ACCOUNTANT RETAINED BY SUCH SELLING HOLDERS OR
UNDERWRITER, ALL FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND
PROPERTIES OF THE COMPANY AND