STOCK BEING SOLD THEREUNDER, SUCH
PROSPECTUS WILL NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING;
(XI)
CAUSE ALL REGISTRABLE STOCK COVERED BY THE
REGISTRATION STATEMENT TO BE LISTED ON EACH SECURITIES EXCHANGE ON WHICH SIMILAR
SECURITIES ISSUED BY THE COMPANY ARE THEN LISTED;
(XII)
PROVIDE AND CAUSE TO BE MAINTAINED A TRANSFER
AGENT AND REGISTRAR FOR ALL SUCH REGISTRABLE STOCK COVERED BY SUCH REGISTRATION
STATEMENT NOT LATER THAN THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT;
(XIII)
OBTAIN AN OPINION FROM THE COMPANY'S COUNSEL AND
A "COLD COMFORT" LETTER FROM THE COMPANY'S INDEPENDENT AUDITORS 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
UNDERWRITER, IF ANY, AND TO THE INVESTORS OWNING A MAJORITY IN INTEREST OF THE
REGISTRABLE STOCK BEING REGISTERED IN SUCH OFFERING, AND FURNISH TO EACH
INVESTOR PARTICIPATING IN THE OFFERING AND TO EACH UNDERWRITER, IF ANY, A COPY
OF SUCH OPINION AND LETTER ADDRESSED TO SUCH INVESTOR OR UNDERWRITER;
(XIV)
DELIVER PROMPTLY TO EACH INVESTOR PARTICIPATING IN
THE OFFERING AND EACH UNDERWRITER, IF ANY, COPIES OF ALL CORRESPONDENCE BETWEEN
THE COMMISSION AND THE COMPANY, ITS COUNSEL OR AUDITORS AND ALL MEMORANDA
RELATING TO DISCUSSIONS WITH THE COMMISSION OR ITS STAFF WITH RESPECT TO THE
REGISTRATION STATEMENT, OTHER THAN THOSE PORTIONS OF ANY SUCH CORRESPONDENCE AND
MEMORANDA WHICH CONTAIN INFORMATION SUBJECT TO ATTORNEY-CLIENT PRIVILEGE WITH
RESPECT TO THE COMPANY, AND, UPON RECEIPT OF SUCH CONFIDENTIALITY AGREEMENTS AS
THE COMPANY MAY REASONABLY REQUEST, MAKE REASONABLY AVAILABLE FOR INSPECTION BY
ANY SELLER OF SUCH REGISTRABLE STOCK COVERED BY SUCH REGISTRATION STATEMENT, BY
ANY UNDERWRITER, IF ANY, PARTICIPATING IN ANY DISPOSITION TO BE EFFECTED
PURSUANT TO SUCH REGISTRATION STATEMENT AND BY ANY ATTORNEY, ACCOUNTANT OR OTHER
AGENT RETAINED BY ANY SUCH SELLER OR ANY SUCH UNDERWRITER, ALL PERTINENT
FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE
COMPANY, AND CAUSE ALL OF THE COMPANY'S OFFICERS, DIRECTORS AND EMPLOYEES TO
SUPPLY ALL INFORMATION REASONABLY REQUESTED BY ANY SUCH SELLER, UNDERWRITER,
ATTORNEY, ACCOUNTANT OR AGENT IN CONNECTION WITH SUCH REGISTRATION STATEMENT;
22
(XV)
PROVIDE A CUSIP NUMBER FOR ALL REGISTRABLE STOCK
INCLUDED IN SUCH REGISTRATION STATEMENT, NOT LATER THAN THE EFFECTIVE DATE OF
THE APPLICABLE REGISTRATION STATEMENT;
(XVI)
ENTER INTO SUCH AGREEMENTS (INCLUDING AN
UNDERWRITING AGREEMENT IN FORM REASONABLY SATISFACTORY TO THE COMPANY) AND TAKE
ALL SUCH OTHER REASONABLE ACTIONS IN CONNECTION THEREWITH IN ORDER TO EXPEDITE
OR FACILITATE THE DISPOSITION OF SUCH REGISTRABLE STOCK, AND TO THE EXTENT
REQUIRED BY THE UNDERWRITER, PARTICIPATE IN A ROAD SHOW ARRANGED BY THE
UNDERWRITER WITH INVESTORS;
(XVII)
MAKE AVAILABLE FOR INSPECTION BY A REPRESENTATIVE OF
THE INVESTORS THE REGISTRABLE STOCK BEING SOLD PURSUANT TO SUCH REGISTRATION
STATEMENT, ANY UNDERWRITER PARTICIPATING IN ANY DISPOSITION PURSUANT TO A
REGISTRATION STATEMENT, AND ANY ATTORNEY OR ACCOUNTANT RETAINED BY SUCH
INVESTORS OR UNDERWRITER, ALL FINANCIAL