TO WHICH THE STOCKHOLDER SHALL HAVE
REASONABLY OBJECTED ON THE GROUNDS THAT SUCH AMENDMENT OR SUPPLEMENT DOES NOT
COMPLY IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE SECURITIES ACT;
(IX)
PROVIDE A TRANSFER AGENT AND REGISTRAR FOR
ALL REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT NOT LATER THAN
THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT;
(X)
USE REASONABLE BEST EFFORTS TO LIST ALL
COMMON STOCK COVERED BY SUCH REGISTRATION STATEMENT ON ANY SECURITIES EXCHANGE
ON WHICH ANY SHARES OF THE COMMON STOCK ARE THEN LISTED; AND
(XI)
UPON THE REASONABLE REQUEST OF THE
STOCKHOLDER, OTHERWISE USE REASONABLE BEST EFFORTS TO EFFECT THE REGISTRATION OF
REGISTRABLE SECURITIES UNDER THE SECURITIES ACT AS PROVIDED IN SECTION 2.
In the case of any Underwritten Offering, the Company shall participate in
customary "roadshow" presentations and customary analysts' meetings as
reasonably requested by the co-lead managing underwriters.
If requested by the underwriters for any Underwritten Offering, the Company will
enter into its customary underwriting agreement with such underwriters for such
offering, to contain such representations and warranties by the Company and such
other terms as are customarily contained in agreements of this type, including,
without limitation, indemnities to the effect and to the extent provided in
Section 6.
The Stockholder shall be a party to such underwriting agreement and
may, at its option, require that any or all of the representations and
warranties by, and the other agreements on the part of, the Company to and for
the benefit of such underwriters shall also be made to and for the benefit of
the Stockholder and that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreement be conditions
precedent to the obligations of the Stockholder as well.
4.
STOCKHOLDER'S OBLIGATIONS.
(A)
FURNISHING INFORMATION.
THE STOCKHOLDER SHALL FURNISH TO THE COMPANY SUCH
INFORMATION REGARDING ITSELF AND THE DISTRIBUTION PROPOSED BY IT AS THE COMPANY
MAY REASONABLY REQUEST, INCLUDING, WITHOUT LIMITATION, PROVIDING THE COMPANY
WITH QUESTIONNAIRES AS ARE CUSTOMARY FOR SIMILAR TRANSACTIONS, AND WHICH THE
COMPANY MAY REASONABLY REQUEST OR AS MAY BE REQUIRED BY APPLICABLE SECURITIES
LAWS AND REGULATIONS, AND AS SHALL BE REQUIRED IN CONNECTION WITH ANY
REGISTRATION, QUALIFICATION OR COMPLIANCE REFERRED TO IN THIS AGREEMENT.
THE
STOCKHOLDER AGREES TO NOTIFY THE COMPANY AS PROMPTLY AS PRACTICABLE OF ANY
INACCURACY OR CHANGE IN INFORMATION PREVIOUSLY FURNISHED TO THE COMPANY OR OF
THE HAPPENING OF ANY EVENT, IN EITHER CASE AS A RESULT OF WHICH ANY PROSPECTUS
RELATING TO SUCH REGISTRATION CONTAINS AN UNTRUE STATEMENT OF A MATERIAL FACT
REGARDING THE STOCKHOLDER OR THE DISTRIBUTION OF SUCH REGISTRABLE SECURITIES OR
OMITS TO STATE ANY MATERIAL FACT REGARDING THE STOCKHOLDER OR THE DISTRIBUTION
OF SUCH REGISTRABLE SECURITIES REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
WERE MADE, NOT MISLEADING, AND TO FURNISH TO THE COMPANY PROMPTLY ANY ADDITIONAL
INFORMATION
6
required to correct and update any previously furnished information or required
such that such Prospectus