DOCUMENTS AS THE
REPRESENTATIVES MAY REASONABLY REQUEST.
(M)
LOCK-UP AGREEMENT FROM CERTAIN SECURITYHOLDERS OF THE COMPANY.
ON OR PRIOR
TO THE DATE HEREOF, THE COMPANY SHALL HAVE FURNISHED TO THE REPRESENTATIVES AN
AGREEMENT IN THE FORM OF EXHIBIT E HERETO FROM THE PERSONS ON EXHIBIT F HERETO,
AND SUCH AGREEMENT SHALL BE IN FULL FORCE AND EFFECT ON EACH OF THE FIRST
CLOSING DATE AND THE SECOND CLOSING DATE.
30
(N)
ADDITIONAL DOCUMENTS.
ON OR BEFORE EACH OF THE FIRST CLOSING DATE AND THE
SECOND CLOSING DATE, THE REPRESENTATIVES AND COUNSEL FOR THE UNDERWRITERS SHALL
HAVE RECEIVED SUCH INFORMATION, DOCUMENTS AND OPINIONS AS THEY MAY REASONABLY
REQUIRE FOR THE PURPOSES OF ENABLING THEM TO PASS UPON THE ISSUANCE AND SALE OF
THE COMMON SHARES AS CONTEMPLATED HEREIN, OR IN ORDER TO EVIDENCE THE ACCURACY
OF ANY OF THE REPRESENTATIONS AND WARRANTIES, OR THE SATISFACTION OF ANY OF THE
CONDITIONS OR AGREEMENTS, HEREIN CONTAINED.
If any condition specified in this Section 5 is not satisfied when and as
required to be satisfied, this Agreement may be terminated by the
Representatives by notice to the Company and the Selling Stockholder at any time
on or prior to the First Closing Date and, with respect to the Optional Common
Shares, at any time prior to the Second Closing Date, which termination shall be
without liability on the part of any party to any other party, except that
Section 4, Section 6, Section 8 and Section 9 shall at all times be effective
and shall survive such termination.
SECTION 6.
REIMBURSEMENT OF UNDERWRITERS' EXPENSES.
IF THIS AGREEMENT IS
TERMINATED BY THE REPRESENTATIVES PURSUANT TO SECTION 5, SECTION 7, SECTION 10
(TO THE EXTENT THE TERMINATION PURSUANT TO SECTION 10 IS NOT AS A RESULT OF
(A) A DEFAULT BY AN UNDERWRITER THAT IS A REPRESENTATIVE (A "DEFAULTING
REPRESENTATIVE") OR (B) A DEFAULT BY A DEFAULTING REPRESENTATIVE AND ONE OR MORE
OTHER DEFAULTING UNDERWRITERS THAT IS NOT A DEFAULTING REPRESENTATIVE),
SECTION 11 OR SECTION 17, OR IF THE SALE TO THE UNDERWRITERS OF THE COMMON
SHARES ON THE FIRST CLOSING DATE IS NOT CONSUMMATED BECAUSE OF ANY REFUSAL,
INABILITY OR FAILURE ON THE PART OF THE COMPANY OR THE SELLING STOCKHOLDER TO
PERFORM ANY AGREEMENT HEREIN OR TO COMPLY WITH ANY PROVISION HEREOF, THE COMPANY
AGREES TO REIMBURSE THE REPRESENTATIVES AND THE OTHER UNDERWRITERS (OR SUCH
UNDERWRITERS AS HAVE TERMINATED THIS AGREEMENT WITH RESPECT TO THEMSELVES),
SEVERALLY, UPON DEMAND FOR ALL OUT-OF-POCKET EXPENSES THAT SHALL HAVE BEEN
REASONABLY INCURRED BY THE REPRESENTATIVES AND THE UNDERWRITERS IN CONNECTION
WITH THE PROPOSED PURCHASE AND THE OFFERING AND SALE OF THE COMMON SHARES,
INCLUDING BUT NOT LIMITED TO FEES AND DISBURSEMENTS OF COUNSEL, PRINTING
EXPENSES, TRAVEL EXPENSES, POSTAGE, FACSIMILE AND TELEPHONE CHARGES.
SECTION 7.
EFFECTIVENESS OF THIS AGREEMENT.
THIS AGREEMENT SHALL NOT BECOME
EFFECTIVE UNTIL THE LATER OF (I) THE EXECUTION OF THIS AGREEMENT BY THE PARTIES
HERETO AND (II) NOTIFICATION BY THE COMMISSION TO THE COMPANY AND THE
REPRESENTATIVES OF THE EFFECTIVENESS OF THE REGISTRATION STATEMENT