DISPOSITION OF SUCH
REGISTRABLE SECURITIES (INCLUDING, WITHOUT LIMITATION, PARTICIPATION IN "ROAD
SHOWS," INVESTOR PRESENTATIONS AND MARKETING EVENTS AND EFFECTING A STOCK SPLIT
OR A COMBINATION OF SHARES);
(J)
MAKE AVAILABLE FOR INSPECTION BY ANY SELLER OF REGISTRABLE SECURITIES,
ANY UNDERWRITER PARTICIPATING IN ANY DISPOSITION PURSUANT TO SUCH REGISTRATION
STATEMENT AND ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY ANY SUCH
SELLER OR UNDERWRITER, ALL FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE
DOCUMENTS AND PROPERTIES OF THE COMPANY, AND CAUSE THE COMPANY'S OFFICERS,
DIRECTORS, EMPLOYEES AND INDEPENDENT ACCOUNTANTS TO SUPPLY ALL INFORMATION
REASONABLY REQUESTED BY ANY SUCH SELLER, UNDERWRITER, ATTORNEY, ACCOUNTANT OR
AGENT IN CONNECTION WITH SUCH REGISTRATION STATEMENT;
(K)
TAKE ALL REASONABLE ACTIONS TO ENSURE THAT ANY FREE-WRITING PROSPECTUS
UTILIZED IN CONNECTION WITH ANY DEMAND REGISTRATION OR PIGGYBACK REGISTRATION
HEREUNDER COMPLIES IN ALL MATERIAL RESPECTS WITH THE SECURITIES ACT, IS FILED IN
ACCORDANCE WITH THE SECURITIES ACT TO THE EXTENT REQUIRED THEREBY, IS RETAINED
IN ACCORDANCE WITH THE SECURITIES ACT TO THE EXTENT REQUIRED THEREBY AND, WHEN
TAKEN TOGETHER WITH THE RELATED PROSPECTUS, WILL NOT CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE
THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING;
(L)
OTHERWISE USE ITS REASONABLE BEST EFFORTS TO COMPLY WITH ALL APPLICABLE
RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, AND MAKE
AVAILABLE TO ITS SECURITY HOLDERS, AS SOON AS REASONABLY PRACTICABLE, AN
EARNINGS STATEMENT COVERING THE PERIOD OF AT LEAST TWELVE MONTHS BEGINNING WITH
THE FIRST DAY OF THE COMPANY'S FIRST FULL CALENDAR QUARTER AFTER THE EFFECTIVE
DATE OF THE
9
REGISTRATION STATEMENT, WHICH EARNINGS STATEMENT SHALL SATISFY THE PROVISIONS OF
SECTION 11(A) OF THE SECURITIES ACT AND RULE 158 THEREUNDER;
(M)
PERMIT ANY HOLDER OF REGISTRABLE SECURITIES WHICH HOLDER, IN ITS SOLE AND
EXCLUSIVE JUDGMENT, MIGHT BE DEEMED TO BE AN UNDERWRITER OR A CONTROLLING PERSON
OF THE COMPANY, TO PARTICIPATE IN THE PREPARATION OF SUCH REGISTRATION OR
COMPARABLE STATEMENT AND TO REQUIRE THE INSERTION THEREIN OF MATERIAL, FURNISHED
TO THE COMPANY IN WRITING, WHICH IN THE REASONABLE JUDGMENT OF SUCH HOLDER AND
ITS COUNSEL SHOULD BE INCLUDED;
(N)
THE COMPANY AGREES TO FILE ALL REPORTS AND SUPPLEMENTS WHICH ARE REQUIRED
TO BE FILED BY THE COMPANY UNDER THE SECURITIES ACT SO THAT IT MAY BE ELIGIBLE
TO EFFECT ANY REGISTRATION OF REGISTRABLE SECURITIES ON FORM S-3 OR ANY
COMPARABLE FORM, SUCCESSOR FORM OR OTHER FORM IF SUCH FORM IS AVAILABLE FOR USE
BY THE COMPANY;
(O)
OBTAIN ONE OR MORE COMFORT LETTERS, DATED THE EFFECTIVE DATE OF SUCH
REGISTRATION STATEMENT (AND, IF SUCH REGISTRATION INCLUDES AN UNDERWRITTEN
PUBLIC OFFERING, DATED THE DATE OF THE CLOSING UNDER THE UNDERWRITING
AGREEMENT), SIGNED BY THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS (AND, UNLESS
WAIVED IN WRITING BY HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES
PARTICIPATING IN SUCH REGISTRATION, ON WHICH THE HOLDERS OF REGISTRABLE
SECURITIES PARTICIPATING IN SUCH REGISTRATION ARE EXPRESSLY ENTITLED TO RELY) IN
THE THEN-CURRENT CUSTOMARY FORM AND COVERING SUCH