MANAGING UNDERWRITER REASONABLY REQUESTS; (B) ENTER INTO A CUSTOMARY
UNDERWRITING AGREEMENT OR PURCHASE AGREEMENT WITH THE UNDERWRITER CONTAINING
REPRESENTATIONS AND WARRANTIES, COVENANTS AND LEGAL OPINION ADDRESSED TO THE
DESIGNATED HOLDERS AND THE UNDERWRITERS IN FORM, SUBSTANCE AND SCOPE AS WOULD BE
CUSTOMARILY MADE BY THE COMPANY TO UNDERWRITERS AND DESIGNATED HOLDERS IN
SIMILAR OFFERINGS OF SECURITIES; OR (C) DELIVER SUCH DOCUMENTS AND CERTIFICATES
AS MAY BE REASONABLY REQUESTED AND AS ARE CUSTOMARILY DELIVERED IN SIMILAR
OFFERINGS TO THE DESIGNATED HOLDERS AND TO THE UNDERWRITER(S);
(J)
FURNISH, AT THE REQUEST OF ANY SELLER OF REGISTRABLE SECURITIES ON
THE DATE SUCH SECURITIES ARE DELIVERED TO THE UNDERWRITERS FOR SALE PURSUANT TO
SUCH REGISTRATION OR, IF SUCH SECURITIES ARE NOT BEING SOLD THROUGH
UNDERWRITERS, ON THE DATE THE REGISTRATION STATEMENT WITH RESPECT TO SUCH
SECURITIES BECOMES EFFECTIVE AND DATED AS OF SUCH DATE, AN OPINION OF COUNSEL
REPRESENTING THE COMPANY FOR THE PURPOSES OF SUCH REGISTRATION, ADDRESSED TO THE
UNDERWRITERS, IF ANY, AND TO THE SELLER MAKING SUCH REQUEST, COVERING SUCH LEGAL
MATTERS WITH RESPECT TO THE REGISTRATION IN RESPECT OF WHICH SUCH OPINION IS
BEING GIVEN AS THE UNDERWRITERS, IF ANY, AND SUCH SELLER MAY REASONABLY REQUEST
AND ARE CUSTOMARILY INCLUDED IN SUCH OPINIONS;
(K)
COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE SEC, AND
MAKE GENERALLY AVAILABLE TO ITS SECURITY HOLDERS, AS SOON AS REASONABLY
PRACTICABLE BUT NO LATER THAN FIFTEEN (15) MONTHS AFTER THE EFFECTIVE DATE OF
THE REGISTRATION STATEMENT, AN EARNINGS STATEMENT COVERING A PERIOD OF TWELVE
(12) MONTHS BEGINNING AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT, IN
A MANNER WHICH SATISFIES THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT
AND RULE 158 THEREUNDER;
(L)
CAUSE ALL SUCH REGISTRABLE SECURITIES TO BE LISTED ON EACH
SECURITIES EXCHANGE ON WHICH SIMILAR SECURITIES ISSUED BY THE COMPANY ARE THEN
LISTED; PROVIDED, THAT THE APPLICABLE LISTING REQUIREMENTS ARE SATISFIED;
(M)
KEEP HOLDERS' COUNSEL REASONABLY ADVISED IN WRITING AS TO THE
INITIATION AND PROGRESS OF ANY REGISTRATION UNDER ARTICLE III OR ARTICLE IV
HEREUNDER; PROVIDED, THAT THE COMPANY SHALL PROVIDE HOLDERS' COUNSEL WITH ALL
CORRESPONDENCE WITH THE SEC IN CONNECTION WITH ANY REGISTRATION STATEMENT FILED
HEREUNDER TO THE EXTENT THAT SUCH REGISTRATION STATEMENT HAS NOT BEEN DECLARED
EFFECTIVE ON OR PRIOR TO THE DATE REQUIRED HEREUNDER;
13
(N)
PROVIDE REASONABLE COOPERATION TO EACH SELLER OF REGISTRABLE
SECURITIES AND EACH UNDERWRITER PARTICIPATING IN THE DISPOSITION OF SUCH
REGISTRABLE SECURITIES AND THEIR RESPECTIVE COUNSEL IN CONNECTION WITH ANY
FILINGS REQUIRED TO BE MADE WITH THE NASD; PROVIDED, THAT THE COMPANY SHALL NOT
BE REQUIRED TO INCUR MATERIAL EXPENSES OR OBLIGATIONS IN CONNECTION WITH ITS
OBLIGATIONS UNDER THIS SECTION 5.1(N); AND
(O)
TAKE ALL OTHER STEPS REASONABLY NECESSARY TO EFFECT THE REGISTRATION
OF THE REGISTRABLE SECURITIES CONTEMPLATED HEREBY.
5.2
SELLER INFORMATION. THE COMPANY MAY REQUIRE EACH SELLER OF
REGISTRABLE SECURITIES AS TO WHICH ANY REGISTRATION IS BEING EFFECTED TO
FURNISH, AND SUCH SELLER SHALL FURNISH, TO THE COMPANY SUCH INFORMATION
REGARDING THE DISTRIBUTION OF SUCH SECURITIES AS THE COMPANY MAY FROM TIME