BE NECESSARY, IN THE REASONABLE OPINION OF SUCH
HOLDER'S AND SUCH UNDERWRITERS' RESPECTIVE COUNSEL, TO ENABLE THEM TO CONDUCT A
REASONABLE INVESTIGATION WITHIN THE MEANING OF THE ACT, AND CAUSE THE COMPANY'S
AND ANY SUBSIDIARIES' OFFICERS, DIRECTORS AND EMPLOYEES, AND THE INDEPENDENT
PUBLIC ACCOUNTANTS OF THE COMPANY, TO SUPPLY SUCH INFORMATION AS MAY BE
REASONABLY REQUESTED BY ANY SUCH PARTIES IN CONNECTION WITH SUCH REGISTRATION
STATEMENT;
(G)
OBTAIN AN OPINION FROM THE COMPANY'S COUNSEL AND A "COLD COMFORT" LETTER
FROM THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS WHO HAVE CERTIFIED THE
COMPANY'S FINANCIAL STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN SUCH
REGISTRATION STATEMENT IN CUSTOMARY FORM AND COVERING SUCH MATTERS AS ARE
CUSTOMARILY COVERED BY SUCH OPINIONS AND "COLD COMFORT" LETTERS DELIVERED TO
UNDERWRITERS IN UNDERWRITTEN PUBLIC OFFERINGS, WHICH OPINION AND LETTER SHALL BE
REASONABLY SATISFACTORY TO THE SOLE OR LEAD MANAGING UNDERWRITER, IF ANY, AND TO
THE HOLDER, AND FURNISH TO THE HOLDER PARTICIPATING IN THE OFFERING AND TO EACH
UNDERWRITER, IF ANY, A COPY OF SUCH
6
OPINION AND LETTER ADDRESSED TO THE HOLDER (IN THE CASE OF THE OPINION) AND
UNDERWRITER (IN THE CASE OF THE OPINION AND THE "COLD COMFORT" LETTER);
(H)
IN THE CASE OF AN UNDERWRITTEN OFFERING, MAKE GENERALLY AVAILABLE TO ITS
SECURITY HOLDERS AS SOON AS PRACTICABLE, BUT IN ANY EVENT NOT LATER THAN
EIGHTEEN MONTHS AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (AS
DEFINED IN RULE 158(C)), AN EARNINGS STATEMENT OF THE COMPANY AND ITS
SUBSIDIARIES (WHICH NEED NOT BE AUDITED) COMPLYING WITH SECTION 11(A) OF THE ACT
AND THE RULES AND REGULATIONS OF THE COMMISSION THEREUNDER (INCLUDING, AT THE
OPTION OF THE COMPANY, RULE 158);
(I)
USE ITS REASONABLE BEST EFFORTS TO CAUSE ALL SUCH REDEMPTION SHARES TO BE
LISTED (I) ON THE NATIONAL SECURITIES EXCHANGE ON WHICH THE COMPANY'S COMMON
SHARES ARE THEN LISTED OR (II) IF COMMON SHARES OF THE COMPANY ARE NOT AT THE
TIME LISTED ON ANY NATIONAL SECURITIES EXCHANGE (OR IF THE LISTING OF REDEMPTION
SHARES IS NOT PERMITTED UNDER THE RULES OF SUCH NATIONAL SECURITIES EXCHANGE ON
WHICH THE COMPANY'S COMMON SHARES ARE THEN LISTED), ON ANOTHER NATIONAL
SECURITIES EXCHANGE;
(J)
FURNISH TO THE HOLDER AND THE SOLE OR LEAD MANAGING UNDERWRITER, IF ANY,
WITHOUT CHARGE, AT LEAST ONE MANUALLY SIGNED COPY OF THE REGISTRATION STATEMENT
AND ANY POST-EFFECTIVE AMENDMENTS THERETO, INCLUDING FINANCIAL STATEMENTS AND
SCHEDULES, ALL DOCUMENTS INCORPORATED THEREIN BY REFERENCE AND ALL EXHIBITS
(INCLUDING THOSE DEEMED TO BE INCORPORATED BY REFERENCE);
(K)
IF REQUESTED BY THE SOLE OR LEAD MANAGING UNDERWRITER OR THE HOLDER OF
REDEMPTION SHARES, INCORPORATE IN A PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE
AMENDMENT SUCH INFORMATION CONCERNING THE HOLDER, THE UNDERWRITERS OR THE
INTENDED METHOD OF DISTRIBUTION AS THE SOLE OR LEAD MANAGING UNDERWRITER OR THE
HOLDER REASONABLY REQUESTS TO BE INCLUDED THEREIN AND AS IS APPROPRIATE IN THE
REASONABLE JUDGMENT OF THE COMPANY, INCLUDING, WITHOUT LIMITATION, INFORMATION
WITH RESPECT TO THE NUMBER OF REDEMPTION SHARES BEING SOLD TO THE UNDERWRITERS,
THE PURCHASE PRICE BEING PAID THEREFOR BY SUCH UNDERWRITERS AND ANY