PROCEEDINGS FOR THAT
PURPOSE HAVE BEEN INSTITUTED OR ARE PENDING OR CONTEMPLATED UNDER THE ACT,
(B) THE REGISTRATION STATEMENT, THE RELATED PROSPECTUS AND EACH AMENDMENT OR
SUPPLEMENT THEREOF COMPLY AS TO FORM IN ALL MATERIAL RESPECTS WITH THE
REQUIREMENTS OF THE ACT (EXCEPT THAT SUCH COUNSEL NEED NOT EXPRESS ANY OPINION
AS TO FINANCIAL STATEMENTS CONTAINED THEREIN) AND (C) TO SUCH OTHER EFFECTS AS
REASONABLY MAY BE REQUESTED BY COUNSEL FOR THE UNDERWRITERS OR BY SUCH SELLER OR
ITS COUNSEL AND (II) A LETTER DATED SUCH DATE FROM THE INDEPENDENT PUBLIC
ACCOUNTANTS RETAINED BY THE COMPANY, ADDRESSED TO THE UNDERWRITERS AND TO SUCH
SELLER,
5
STATING THAT THEY ARE INDEPENDENT PUBLIC ACCOUNTANTS WITHIN THE MEANING OF THE
ACT AND THAT, IN THE OPINION OF SUCH ACCOUNTANTS, THE FINANCIAL STATEMENTS OF
THE COMPANY INCLUDED IN THE REGISTRATION STATEMENT OR THE PROSPECTUS, OR ANY
AMENDMENT OR SUPPLEMENT THEREOF, COMPLY AS TO FORM IN ALL MATERIAL RESPECTS WITH
THE APPLICABLE ACCOUNTING REQUIREMENTS OF THE ACT, AND SUCH LETTER SHALL
ADDITIONALLY COVER SUCH OTHER FINANCIAL MATTERS (INCLUDING INFORMATION AS TO THE
PERIOD ENDING NO MORE THAN FIVE BUSINESS DAYS PRIOR TO THE DATE OF SUCH LETTER)
WITH RESPECT TO SUCH REGISTRATION AS SUCH UNDERWRITERS OR SUCH SELLER REASONABLY
MAY REQUEST.
(J)
ADVISE EACH SELLING HOLDER OF REGISTRABLE SECURITIES, PROMPTLY
AFTER IT SHALL RECEIVE NOTICE OR OBTAIN KNOWLEDGE THEREOF, OF THE ISSUANCE OF
ANY STOP ORDER BY THE SEC SUSPENDING THE EFFECTIVENESS OF SUCH REGISTRATION
STATEMENT OR THE INITIATION OR THREATENING OF ANY PROCEEDING FOR SUCH PURPOSE
AND PROMPTLY USE ALL REASONABLE EFFORTS TO PREVENT THE ISSUANCE OF ANY STOP
ORDER OR TO OBTAIN ITS WITHDRAWAL IF SUCH STOP ORDER SHOULD BE ISSUED.
(K)
COOPERATE WITH THE SELLING HOLDERS OF REGISTRABLE SECURITIES AND
THE MANAGING UNDERWRITERS, IF ANY, TO FACILITATE THE TIMELY PREPARATION AND
DELIVERY OF CERTIFICATES REPRESENTING REGISTRABLE SECURITIES TO BE SOLD, SUCH
CERTIFICATES TO BE IN SUCH DENOMINATIONS AND REGISTERED IN SUCH NAMES AS SUCH
HOLDERS OR THE MANAGING UNDERWRITERS MAY REQUEST AT LEAST TWO (2) BUSINESS DAYS
PRIOR TO ANY SALE OF REGISTRABLE SECURITIES.
In connection with each registration pursuant to Section 1 covering an
underwritten public offering, the Company and each participating Holder of
Registrable Securities agree to enter into a written agreement with the managing
underwriter selected in the manner herein provided in such form and containing
such provisions as are customary in the securities business for such an
arrangement between such underwriter and companies of the Company's size and
investment stature.
Notwithstanding the provisions of this Section 1.4, the Company's obligation to
file a registration statement, or cause such registration statement to become
and remain effective, shall be suspended for a period not to exceed 90 days in
any twelve (12) month period if there exists at the time material non-public
information relating to the Company which, in the reasonable opinion of the
Company, should not be disclosed.
1.5.
FURNISH INFORMATION.
IT SHALL BE A CONDITION PRECEDENT TO
THE OBLIGATIONS OF THE COMPANY TO TAKE ANY ACTION PURSUANT