BEING SOLD THEREUNDER, SUCH PROSPECTUS SHALL NOT INCLUDE AN 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, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING (AND SHALL FURNISH TO
EACH SELLING HOLDER AND EACH UNDERWRITER, IF ANY, A REASONABLE NUMBER OF COPIES
OF SUCH PROSPECTUS SO SUPPLEMENTED OR AMENDED); AND IF THE NOTIFICATION RELATES
TO AN EVENT DESCRIBED IN CLAUSES (II) THROUGH (IV) OF THIS SECTION 3.4(E), THE
COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO REMEDY SUCH MATTERS;
(F)
MAKE REASONABLY AVAILABLE FOR INSPECTION BY ONE DULY APPOINTED
REPRESENTATIVE OF THE SELLING HOLDERS, ANY SOLE OR LEAD MANAGING UNDERWRITER
PARTICIPATING IN ANY DISPOSITION PURSUANT TO SUCH REGISTRATION STATEMENT, SUCH
HOLDERS' COUNSEL AND ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY ANY
SUCH SELLER OR ANY UNDERWRITER MATERIAL FINANCIAL AND OTHER RELEVANT INFORMATION
CONCERNING THE BUSINESS AND OPERATIONS OF THE COMPANY AND THE PROPERTIES OF THE
COMPANY AND ANY SUBSIDIARIES THEREOF AS MAY
6
BE IN EXISTENCE AT SUCH TIME AS SHALL BE NECESSARY, IN THE REASONABLE OPINION OF
SUCH HOLDERS' 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 SELLING HOLDERS, AND FURNISH TO EACH HOLDER PARTICIPATING IN THE OFFERING
AND TO EACH UNDERWRITER, IF ANY, A COPY OF SUCH OPINION AND LETTER ADDRESSED TO
THE SELLING HOLDERS (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