REGISTERED PURSUANT HEREUNDER TO BE LISTED ON EACH SECURITIES
EXCHANGE ON WHICH SIMILAR SECURITIES OF THE SAME CLASS ISSUED BY THE COMPANY ARE
THEN LISTED.
(I)
THE COMPANY SHALL OTHERWISE COMPLY WITH
ALL APPLICABLE RULES AND REGULATIONS OF THE COMMISSION.
(J)
THE COMPANY MAY REQUIRE EACH SELLING
HOLDER TO PROMPTLY FURNISH IN WRITING TO THE COMPANY SUCH INFORMATION REGARDING
THE DISTRIBUTION OF SUCH PERSON'S REGISTRABLE SECURITIES AS THE COMPANY MAY FROM
TIME TO TIME REASONABLY REQUEST AND SUCH OTHER INFORMATION AS MAY BE LEGALLY
REQUIRED IN CONNECTION WITH SUCH REGISTRATION INCLUDING, WITHOUT LIMITATION, ALL
SUCH INFORMATION AS MAY BE REQUESTED BY THE COMMISSION.
THE COMPANY MAY EXCLUDE
FROM SUCH REGISTRATION STATEMENT ANY SELLING HOLDER WHO FAILS TO PROVIDE SUCH
INFORMATION.
(K)
EACH SELLING HOLDER AGREES THAT, UPON
RECEIPT OF ANY NOTICE FROM THE COMPANY OF THE HAPPENING OF ANY EVENT OF THE KIND
DESCRIBED IN SECTION 2.5(F) HEREOF, SUCH SELLING HOLDER WILL FORTHWITH
DISCONTINUE THE DISPOSITION OF SUCH PERSON'S REGISTRABLE SECURITIES PURSUANT TO
THE REGISTRATION STATEMENT COVERING SUCH REGISTRABLE SECURITIES UNTIL SUCH
SELLING HOLDER'S RECEIPT OF THE COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS
CONTEMPLATED BY SECTION 2.5(F) HEREOF, AND, IF SO DIRECTED BY THE COMPANY, SUCH
SELLING HOLDER WILL DELIVER TO THE COMPANY ALL COPIES, OTHER THAN PERMANENT FILE
COPIES THEN IN SUCH SELLING HOLDER'S POSSESSION, OF THE MOST RECENT PROSPECTUS
COVERING SUCH PERSON'S REGISTRABLE SECURITIES AT THE TIME OF RECEIPT OF SUCH
NOTICE.
IN THE EVENT THE COMPANY SHALL GIVE SUCH NOTICE, THE COMPANY SHALL
EXTEND THE PERIOD DURING WHICH SUCH REGISTRATION STATEMENT SHALL BE MAINTAINED
EFFECTIVE (INCLUDING THE PERIOD REFERRED TO IN SECTION 2.5(A) HEREOF) BY THE
NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING THE DATE OF THE GIVING OF
NOTICE PURSUANT TO SECTION 2.5(F) HEREOF TO THE DATE WHEN THE COMPANY SHALL MAKE
AVAILABLE TO THE SELLING HOLDERS COVERED BY SUCH REGISTRATION STATEMENT A
PROSPECTUS SUPPLEMENTED OR AMENDED TO CONFORM WITH THE REQUIREMENTS OF SECTION
2.5(F) HEREOF.
9
(L)
THE COMPANY WILL MAKE AVAILABLE FOR
INSPECTION, DURING NORMAL BUSINESS HOURS AND UPON REASONABLE NOTICE, BY (I) ANY
INVESTOR OR ITS REPRESENTATIVES (COLLECTIVELY, THE "INSPECTORS") SUCH
INFORMATION OR DOCUMENTATION (THE "RECORDS"), AS SHALL BE REASONABLY DEEMED
NECESSARY BY EACH INSPECTOR TO ENABLE EACH INSPECTOR TO PERFORM ITS DUE
DILIGENCE, AND CAUSE THE COMPANY'S OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY
ALL INFORMATION WHICH ANY INSPECTOR MAY REASONABLY REQUEST FOR PURPOSES OF SUCH
DUE DILIGENCE; PROVIDED, HOWEVER, THAT EACH INSPECTOR SHALL HOLD IN CONFIDENCE
AND SHALL NOT MAKE ANY DISCLOSURE (EXCEPT TO THE INSPECTORS) OF ANY RECORD OR
OTHER INFORMATION WHICH THE COMPANY DETERMINES IN GOOD FAITH TO BE CONFIDENTIAL,
AND OF WHICH DETERMINATION THE INSPECTORS ARE SO NOTIFIED, UNLESS (A) THE
DISCLOSURE OF SUCH RECORDS IS NECESSARY TO AVOID OR CORRECT A MATERIAL
MISSTATEMENT OR OMISSION IN ANY REGISTRATION STATEMENT, (B) THE RELEASE OF SUCH
RECORDS IS ORDERED PURSUANT TO A SUBPOENA OR OTHER ORDER FROM A COURT OR
GOVERNMENT BODY OF COMPETENT JURISDICTION, OR (C) THE INFORMATION IN SUCH
RECORDS HAS BEEN MADE GENERALLY