ACCEPT TERMS, CONDITIONS OR PROVISIONS IN ANY
SUCH AGREEMENT WHICH THE COMPANY DETERMINES ARE NOT REASONABLY ACCEPTABLE TO THE
COMPANY, NOTWITHSTANDING ANY AGREEMENT TO THE CONTRARY HEREIN.
THE SHAREHOLDER
SHALL NOT BE REQUIRED TO MAKE ANY REPRESENTATIONS OR WARRANTIES IN THE
UNDERWRITING AGREEMENT EXCEPT AS REASONABLY REQUESTED BY THE COMPANY AND, IF
APPLICABLE, WITH RESPECT TO THE SHAREHOLDER'S ORGANIZATION, GOOD STANDING,
AUTHORITY, TITLE TO RESTRICTED SHARES, LACK OF CONFLICT OF SUCH SALE WITH SUCH
HOLDER'S MATERIAL AGREEMENTS AND ORGANIZATIONAL DOCUMENTS, AND WITH RESPECT TO
WRITTEN INFORMATION RELATING TO THE SHAREHOLDER THAT THE SHAREHOLDER HAS
FURNISHED IN WRITING EXPRESSLY FOR INCLUSION IN SUCH REGISTRATION STATEMENT.
THE SHAREHOLDER, HOWEVER, SHALL AGREE TO SUCH COVENANTS AND INDEMNIFICATION AND
CONTRIBUTION OBLIGATIONS FOR SELLING STOCKHOLDERS AS ARE REASONABLE AND
CUSTOMARILY CONTAINED IN AGREEMENTS OF THAT TYPE.
8
3.1.7
COOPERATION.
THE COMPANY AND ALL OFFICERS AND
MEMBERS OF THE MANAGEMENT OF THE COMPANY, SHALL REASONABLY COOPERATE IN ANY
OFFERING OF RESTRICTED SHARES UNDER THIS AGREEMENT, WHICH COOPERATION SHALL
INCLUDE, WITHOUT LIMITATION, THE PREPARATION OF THE REGISTRATION STATEMENT WITH
RESPECT TO SUCH OFFERING AND ALL OTHER OFFERING MATERIALS AND RELATED DOCUMENTS,
AND PARTICIPATION IN MEETINGS WITH UNDERWRITERS, ATTORNEYS, ACCOUNTANTS AND
POTENTIAL INVESTORS.
THE SHAREHOLDER SHALL REASONABLY COOPERATE IN THE
PREPARATION OF THE REGISTRATION STATEMENT AND OTHER DOCUMENTS RELATING TO ANY
OFFERING IN WHICH IT INCLUDES SECURITIES PURSUANT TO THIS SECTION 3.
THE
SHAREHOLDER SHALL ALSO FURNISH TO THE COMPANY SUCH INFORMATION REGARDING ITSELF,
THE RESTRICTED SHARES HELD BY IT, AND THE INTENDED METHOD(S) OF DISPOSITION OF
SUCH SECURITIES AS SHALL BE REASONABLY REQUIRED TO EFFECT THE REGISTRATION OF
THE RESTRICTED SHARES.
3.1.8
RECORDS.
UPON REASONABLE NOTICE AND DURING NORMAL
BUSINESS HOURS, SUBJECT TO THE COMPANY RECEIVING ANY CUSTOMARY CONFIDENTIALITY
UNDERTAKINGS OR AGREEMENTS, THE COMPANY SHALL MAKE AVAILABLE FOR INSPECTION BY
THE SHAREHOLDER, ANY UNDERWRITER PARTICIPATING IN ANY DISPOSITION PURSUANT TO
SUCH REGISTRATION STATEMENT AND ANY ATTORNEY, ACCOUNTANT OR OTHER PROFESSIONAL
RETAINED BY THE SHAREHOLDER OR ANY UNDERWRITER, ALL RELEVANT FINANCIAL AND OTHER
RECORDS, PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY AS SHALL BE
NECESSARY TO ENABLE THEM TO EXERCISE THEIR DUE DILIGENCE RESPONSIBILITY, AND
SHALL CAUSE THE COMPANY'S OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY ALL
INFORMATION REASONABLY REQUESTED BY THE SHAREHOLDER IN CONNECTION WITH SUCH
REGISTRATION STATEMENT.
3.1.9
OPINIONS AND COMFORT LETTERS.
THE COMPANY SHALL
USE COMMERCIALLY REASONABLE EFFORTS TO FURNISH TO THE SHAREHOLDER SIGNED
COUNTERPARTS, ADDRESSED TO THE SHAREHOLDER, OF (I) ANY OPINION OF COUNSEL TO THE
COMPANY DELIVERED TO ANY UNDERWRITER AND (II) ANY COMFORT LETTER FROM THE
COMPANY' INDEPENDENT PUBLIC ACCOUNTANTS DELIVERED TO ANY UNDERWRITER; PROVIDED,
HOWEVER, THAT COUNSEL TO THE UNDERWRITER SHALL HAVE EXCLUSIVE AUTHORITY TO
NEGOTIATE THE TERMS THEREOF.
IN THE EVENT NO LEGAL OPINION IS DELIVERED TO ANY
UNDERWRITER, THE COMPANY SHALL FURNISH TO THE SHAREHOLDER, AT ANY TIME THAT THE
SHAREHOLDER ELECTS TO USE A PROSPECTUS, AN OPINION OF COUNSEL TO THE COMPANY TO
THE EFFECT THAT THE REGISTRATION STATEMENT CONTAINING SUCH PROSPECTUS HAS BEEN
DECLARED EFFECTIVE, THAT NO STOP ORDER IS IN EFFECT, AND SUCH OTHER MATTERS