INITIATION OR THREATENING OF ANY
PROCEEDING FOR SUCH PURPOSE;
(H)
USE ITS REASONABLE BEST EFFORTS TO CAUSE
SUCH REGISTRABLE SECURITIES TO BE REGISTERED WITH OR APPROVED BY SUCH OTHER
GOVERNMENTAL AGENCIES OR AUTHORITIES, IF ANY, AS MAY BE REQUIRED OF THE COMPANY
TO ENABLE THE PURCHASERS TO CONSUMMATE THE DISPOSITION OF SUCH REGISTRABLE
SECURITIES;
(I)
ENTER INTO CUSTOMARY AGREEMENTS
(INCLUDING AN UNDERWRITING AGREEMENT IN CUSTOMARY FORM WITH CUSTOMARY
INDEMNIFICATION PROVISIONS) AND TAKE SUCH OTHER ACTIONS AS ARE REASONABLY
REQUIRED OR ADVISABLE IN ORDER TO EXPEDITE OR FACILITATE THE DISPOSITION OF SUCH
REGISTRABLE SECURITIES, INCLUDING PROVIDING REASONABLE AVAILABILITY OF
APPROPRIATE
28
MEMBERS OF SENIOR MANAGEMENT OF THE COMPANY TO PROVIDE CUSTOMARY DUE DILIGENCE
ASSISTANCE IN CONNECTION WITH ANY OFFERING AND TO PARTICIPATE IN CUSTOMARY "ROAD
SHOW" PRESENTATIONS IN CONNECTION WITH ANY UNDERWRITTEN OFFERINGS IN
SUBSTANTIALLY THE SAME MANNER AS THEY WOULD IN AN UNDERWRITTEN PRIMARY
REGISTERED PUBLIC OFFERING BY THE COMPANY, AFTER TAKING INTO ACCOUNT THE
REASONABLE BUSINESS REQUIREMENTS OF THE COMPANY IN DETERMINING THE SCHEDULING
AND DURATION OF ANY ROAD SHOW;
(J)
MAKE AVAILABLE FOR INSPECTION BY ANY
UNDERWRITER PARTICIPATING IN ANY DISPOSITION PURSUANT TO SUCH REGISTRATION
STATEMENT AND ANY ATTORNEY, ACCOUNTANT OR OTHER PROFESSIONAL RETAINED BY THE
UNDERWRITER, ALL FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND
PROPERTIES OF THE COMPANY AS SHALL BE REASONABLY NECESSARY TO ENABLE THEM TO
EXERCISE THEIR DUE DILIGENCE RESPONSIBILITY, AND CAUSE THE COMPANY'S OFFICERS,
DIRECTORS AND EMPLOYEES TO SUPPLY ALL INFORMATION REASONABLY REQUESTED IN
CONNECTION WITH SUCH REGISTRATION STATEMENT; PROVIDED, HOWEVER, THAT THE
PURCHASERS AGREE THAT INFORMATION OBTAINED AS A RESULT OF SUCH INSPECTIONS SHALL
BE DEEMED CONFIDENTIAL AND SHALL NOT BE USED AS THE BASIS FOR ANY MARKET
TRANSACTIONS IN THE SECURITIES OF THE COMPANY OR ITS AFFILIATES UNLESS AND UNTIL
SUCH INFORMATION IS MADE GENERALLY AVAILABLE TO THE PUBLIC;
(K)
AT THE REASONABLE REQUEST OF THE MANAGING
UNDERWRITER(S) AS TO FORM AND CONTENT, USE ITS REASONABLE BEST EFFORTS TO OBTAIN
A COMFORT LETTER OR COMFORT LETTERS FROM THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS IN CUSTOMARY FORM AND COVERING SUCH MATTERS OF THE TYPE CUSTOMARILY
COVERED BY COMFORT LETTERS;
(L)
OTHERWISE USE ITS REASONABLE BEST EFFORTS TO
COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE SEC, AND MAKE AVAILABLE
TO THE PURCHASERS, AS SOON AS REASONABLY PRACTICABLE, AN EARNINGS STATEMENT
COVERING A PERIOD OF TWELVE MONTHS, BEGINNING WITHIN THREE MONTHS AFTER THE
EFFECTIVE DATE OF THE REGISTRATION STATEMENT, WHICH EARNINGS STATEMENT SHALL
SATISFY THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT;
(M)
USE ITS REASONABLE BEST EFFORTS TO CAUSE ALL SUCH
REGISTRABLE SECURITIES TO BE LISTED ON EACH SECURITIES EXCHANGE ON WHICH SIMILAR
SECURITIES ISSUED BY THE COMPANY ARE THEN LISTED OR QUOTED ON ANY INTER-DEALER
QUOTATION SYSTEM ON WHICH SIMILAR SECURITIES ISSUED BY THE COMPANY ARE THEN
QUOTED;
(N)
IF ANY EVENT CONTEMPLATED BY SECTION 6.4(D) ABOVE
SHALL OCCUR, AS PROMPTLY AS PRACTICABLE PREPARE A SUPPLEMENT OR AMENDMENT OR
POST-EFFECTIVE AMENDMENT TO SUCH REGISTRATION STATEMENT OR THE RELATED
PROSPECTUS OR ANY DOCUMENT INCORPORATED THEREIN BY REFERENCE OR PROMPTLY FILE