(II) WITH RESPECT TO AN
EARNINGS STATEMENT WHICH WILL BE CONTAINED IN ANY COMBINATION OF REPORTS ON FORM
10-K OR FORM 10-Q (OR ANY OTHER FORM(S) AS MAY THEN BE AVAILABLE FOR SUCH
PURPOSE), SUCH EARNINGS STATEMENT SHALL BE MADE SO GENERALLY AVAILABLE NO LATER
THAN THE DUE DATE BY WHICH THE COMPANY IS REQUIRED, PURSUANT TO THE EXCHANGE ACT
(SUBJECT TO ANY APPLICABLE EXTENSIONS UNDER RULE 12B-25 THEREUNDER), TO FILE THE
LAST OF SUCH REPORTS WHICH TOGETHER CONSTITUTE SUCH EARNINGS STATEMENT.
(N)
COOPERATE WITH EACH NOTICE HOLDER TO FACILITATE THE TIMELY
PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING REGISTRABLE SECURITIES
SOLD PURSUANT TO A SHELF REGISTRATION STATEMENT, WHICH CERTIFICATES SHALL NOT
BEAR ANY RESTRICTIVE LEGENDS, AND CAUSE SUCH REGISTRABLE SECURITIES TO BE IN
SUCH DENOMINATIONS AS ARE PERMITTED BY THE INDENTURE AND REGISTERED IN SUCH
NAMES AS SUCH NOTICE HOLDER MAY REQUEST IN WRITING AT LEAST THREE (3) BUSINESS
DAYS PRIOR TO ANY SALE OF SUCH REGISTRABLE SECURITIES.
(O)
PROVIDE A CUSIP NUMBER FOR ALL REGISTRABLE SECURITIES COVERED BY A
SHELF REGISTRATION STATEMENT NOT LATER THAN THE EFFECTIVE DATE OF THE INITIAL
SHELF REGISTRATION STATEMENT AND PROVIDE THE TRUSTEE AND THE TRANSFER AGENT FOR
THE COMMON STOCK WITH CERTIFICATES FOR THE REGISTRABLE SECURITIES THAT ARE IN A
FORM ELIGIBLE FOR DEPOSIT WITH THE DEPOSITORY TRUST COMPANY.
(P)
COOPERATE AND ASSIST IN ANY FILINGS REQUIRED TO BE MADE WITH THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
(Q)
UPON THE FILING OF THE INITIAL SHELF REGISTRATION STATEMENT, AND
UPON THE EFFECTIVENESS UNDER THE SECURITIES ACT OF THE INITIAL SHELF
REGISTRATION STATEMENT, ANNOUNCE THE SAME, IN EACH CASE BY RELEASE THROUGH A
REPUTABLE NATIONAL NEWSWIRE SERVICE.
(R)
TAKE ALL ACTIONS AND ENTER INTO SUCH CUSTOMARY AGREEMENTS
(INCLUDING, IF
19
REQUESTED, AN UNDERWRITING AGREEMENT IN CUSTOMARY FORM) AS ARE NECESSARY, OR
REASONABLY REQUESTED BY THE HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES
BEING SOLD, IN ORDER TO EXPEDITE OR FACILITATE DISPOSITION OF SUCH REGISTRABLE
SECURITIES; AND IN SUCH CONNECTION, IF AN UNDERWRITING AGREEMENT OR SIMILAR
AGREEMENT IS ENTERED INTO AND WHETHER OR NOT THE REGISTRATION IS AN UNDERWRITTEN
REGISTRATION:
(I)
THE COMPANY SHALL MAKE SUCH REPRESENTATIONS AND WARRANTIES TO THE
HOLDERS OF SUCH REGISTRABLE SECURITIES AND THE UNDERWRITERS, IF ANY, IN FORM,
SUBSTANCE AND SCOPE AS WOULD BE CUSTOMARILY MADE BY THE COMPANY TO UNDERWRITERS
IN SIMILAR OFFERINGS OF SECURITIES;
(II)
THE COMPANY SHALL OBTAIN OPINIONS OF COUNSEL OF THE COMPANY AND
UPDATES THEREOF (WHICH COUNSEL AND OPINIONS (IN FORM, SCOPE AND SUBSTANCE) SHALL
BE REASONABLY SATISFACTORY TO THE MANAGING UNDERWRITERS, IF ANY, AND TO THE
COUNSEL TO THE HOLDERS OF THE REGISTRABLE SECURITIES BEING SOLD) ADDRESSED TO
EACH SELLING HOLDER AND THE UNDERWRITERS, IF ANY, COVERING THE MATTERS THAT
WOULD BE CUSTOMARILY COVERED IN OPINIONS REQUESTED IN SALES OF SECURITIES OR
UNDERWRITTEN OFFERINGS;
(III)
THE COMPANY SHALL OBTAIN "COMFORT LETTERS" AND UPDATES THEREOF
FROM THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS (AND, IF NECESSARY,
ANY OTHER INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF ANY SUBSIDIARY OF THE
COMPANY OR OF ANY BUSINESS ACQUIRED BY