OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE
COMPANY, (B) CAUSE THE COMPANY'S OFFICERS AND EMPLOYEES TO SUPPLY ALL
INFORMATION REASONABLY REQUESTED BY THE HOLDER OR SUCH UNDERWRITER OR ATTORNEY
IN CONNECTION WITH SUCH REGISTRATION STATEMENT, AND (C) MAKE THE COMPANY'S
INDEPENDENT ACCOUNTANTS AVAILABLE FOR ANY SUCH UNDERWRITER'S DUE DILIGENCE;
(VIII)
CAUSE ALL SUCH REGISTRABLE COMMON STOCK TO BE LISTED ON EACH
SECURITIES EXCHANGE ON WHICH SECURITIES OF THE SAME CLASS ISSUED BY THE COMPANY
ARE THEN LISTED OR, IF NO SUCH SIMILAR SECURITIES ARE THEN LISTED, ON NASDAQ OR
A NATIONAL SECURITIES EXCHANGE SELECTED BY THE COMPANY;
(IX)
PROVIDE A TRANSFER AGENT AND REGISTRAR FOR ALL SUCH REGISTRABLE
COMMON STOCK NOT LATER THAN THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT;
10
(X)
IF REQUESTED, CAUSE TO BE DELIVERED AT THE TIME OF DELIVERY OF
ANY REGISTRABLE COMMON STOCK SOLD PURSUANT TO A REGISTRATION STATEMENT, LETTERS
FROM THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ADDRESSED TO EACH
SELLING HOLDER (UNLESS SUCH SELLING HOLDER DOES NOT PROVIDE TO SUCH ACCOUNTANTS
THE APPROPRIATE REPRESENTATION LETTER REQUIRED BY RULES GOVERNING THE ACCOUNTING
PROFESSION) AND EACH UNDERWRITER, IF ANY, STATING THAT SUCH ACCOUNTANTS ARE
INDEPENDENT PUBLIC ACCOUNTANTS WITHIN THE MEANING OF THE SECURITIES ACT AND THE
APPLICABLE RULES AND REGULATIONS ADOPTED BY THE SEC THEREUNDER, AND OTHERWISE IN
CUSTOMARY FORM AND COVERING SUCH FINANCIAL AND ACCOUNTING MATTERS AS ARE
CUSTOMARILY COVERED BY LETTERS OF THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
DELIVERED IN CONNECTION WITH PRIMARY OR SECONDARY UNDERWRITTEN PUBLIC OFFERINGS,
AS THE CASE MAY BE;
(XI)
MAKE GENERALLY AVAILABLE TO ITS STOCKHOLDERS A CONSOLIDATED
EARNINGS STATEMENT (WHICH NEED NOT BE AUDITED) FOR THE 12 MONTHS BEGINNING AFTER
THE EFFECTIVE DATE OF A REGISTRATION STATEMENT AS SOON AS REASONABLY PRACTICABLE
AFTER THE END OF SUCH PERIOD, WHICH EARNINGS STATEMENT SHALL SATISFY THE
REQUIREMENTS OF AN EARNING STATEMENT UNDER SECTION 11(A) OF THE SECURITIES ACT;
AND
(XII)
PROMPTLY NOTIFY THE HOLDER AND THE UNDERWRITER OR UNDERWRITERS,
IF ANY:
(1)
WHEN THE REGISTRATION STATEMENT, ANY PRE-EFFECTIVE AMENDMENT, THE
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO THE
REGISTRATION STATEMENT HAS BEEN FILED AND, WITH RESPECT TO THE REGISTRATION
STATEMENT OR ANY POST-EFFECTIVE AMENDMENT, WHEN THE SAME HAS BECOME EFFECTIVE;
(2)
OF THE NOTIFICATION TO THE COMPANY BY THE SEC OF ITS INITIATION OF
ANY PROCEEDING WITH RESPECT TO THE ISSUANCE BY THE SEC OF ANY STOP ORDER
SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT; AND
(3)
OF THE RECEIPT BY THE COMPANY OF ANY NOTIFICATION WITH RESPECT TO
THE SUSPENSION OF THE QUALIFICATION OF ANY REGISTRABLE COMMON STOCK FOR SALE
UNDER THE APPLICABLE SECURITIES OR BLUE SKY LAWS OF ANY JURISDICTION.
(B)
NO REGISTRATION STATEMENT (INCLUDING ANY AMENDMENTS THERETO) SHALL
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN, OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT
MISLEADING, AND NO PROSPECTUS (INCLUDING ANY SUPPLEMENTS THERETO) SHALL CONTAIN
ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
REQUIRED TO BE STATED