TO
THE PURCHASERS OF SUCH REGISTRABLE SECURITIES, SUCH PROSPECTUS SHALL NOT CONTAIN
AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY FACT NECESSARY TO
MAKE THE STATEMENTS THEREIN NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE;
14
(F)
CAUSE ALL SUCH REGISTRABLE SECURITIES TO
BE LISTED ON EACH SECURITIES EXCHANGE ON WHICH SIMILAR SECURITIES ISSUED BY THE
CORPORATION ARE THEN LISTED AND, IF NOT SO LISTED, TO BE LISTED ON THE NASD
AUTOMATED QUOTATION SYSTEM AND, IF LISTED ON THE NASD AUTOMATED QUOTATION
SYSTEM, USE COMMERCIALLY REASONABLE EFFORTS TO SECURE DESIGNATION OF ALL SUCH
REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT AS A NASDAQ
"NATIONAL MARKET SYSTEM SECURITY" WITHIN THE MEANING OF RULE 11AA2-1 OF THE
SECURITIES AND EXCHANGE COMMISSION OR, FAILING THAT, TO SECURE NASDAQ
AUTHORIZATION FOR SUCH REGISTRABLE SECURITIES;
(G)
PROVIDE A TRANSFER AGENT AND REGISTRAR FOR
ALL SUCH REGISTRABLE SECURITIES NOT LATER THAN THE EFFECTIVE DATE OF SUCH
REGISTRATION STATEMENT;
(H)
ENTER INTO SUCH CUSTOMARY AGREEMENTS
(INCLUDING UNDERWRITING AGREEMENTS IN CUSTOMARY FORM) AND TAKE ALL SUCH OTHER
ACTIONS AS THE HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES BEING SOLD OR
THE UNDERWRITERS, IF ANY, REASONABLY REQUEST IN ORDER TO EXPEDITE OR FACILITATE
THE DISPOSITION OF REGISTRABLE SECURITIES (INCLUDING EFFECTING A SHARE OR UNIT
SPLIT OR A COMBINATION OF SHARES OR UNITS);
(I)
MAKE AVAILABLE FOR INSPECTION BY ANY
SELLER OF REGISTRABLE SECURITIES, UNDERWRITER PARTICIPATING IN ANY DISPOSITION
PURSUANT TO SUCH REGISTRATION STATEMENT, AND ANY ATTORNEY, ACCOUNTANT, OR OTHER
AGENT RETAINED BY ANY SUCH UNDERWRITER, ALL FINANCIAL AND OTHER RECORDS,
PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE CORPORATION, AND CAUSE THE
CORPORATION'S OFFICERS, DIRECTORS, EMPLOYEES, AND INDEPENDENT ACCOUNTANTS TO
SUPPLY ALL INFORMATION REASONABLY REQUESTED BY ANY SUCH UNDERWRITER, ATTORNEY,
ACCOUNTANT, OR AGENT IN CONNECTION WITH SUCH REGISTRATION STATEMENT AND ASSIST
AND, AT THE REQUEST OF ANY PARTICIPATING UNDERWRITER, USE COMMERCIALLY
REASONABLE EFFORTS TO CAUSE SUCH OFFICERS OR DIRECTORS TO PARTICIPATE IN
PRESENTATIONS TO PROSPECTIVE PURCHASERS;
(J)
OTHERWISE USE COMMERCIALLY REASONABLE
EFFORTS TO COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE SECURITIES
AND EXCHANGE COMMISSION, AND MAKE AVAILABLE TO ITS SECURITY HOLDERS, AS SOON AS
REASONABLY PRACTICABLE, AN EARNINGS STATEMENT COVERING THE PERIOD OF AT LEAST
TWELVE MONTHS BEGINNING WITH THE FIRST DAY OF THE CORPORATION'S FIRST FULL
CALENDAR QUARTER AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT, WHICH
EARNINGS STATEMENT SHALL SATISFY THE PROVISIONS OF SECTION 11(A) OF THE
SECURITIES ACT AND RULE 158 THEREUNDER;
(K)
IN THE EVENT OF THE ISSUANCE OF ANY STOP
ORDER SUSPENDING THE EFFECTIVENESS OF A REGISTRATION STATEMENT, OR OF ANY ORDER
SUSPENDING OR PREVENTING THE USE OF ANY RELATED PROSPECTUS OR SUSPENDING THE
QUALIFICATION OF ANY EQUITY SECURITIES INCLUDED IN SUCH REGISTRATION STATEMENT
FOR SALE IN ANY JURISDICTION, THE CORPORATION SHALL USE COMMERCIALLY REASONABLE
EFFORTS PROMPTLY TO OBTAIN THE WITHDRAWAL OF SUCH ORDER;
(L)
USE COMMERCIALLY REASONABLE EFFORTS TO
CAUSE SUCH REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT TO BE
REGISTERED WITH OR APPROVED BY SUCH OTHER GOVERNMENTAL AGENCIES OR AUTHORITIES
AS