OF REGISTRABLE SECURITIES
OR THE MANAGING UNDERWRITERS REASONABLY REQUEST IN WRITING AND (2) TO CAUSE SUCH
REGISTRABLE SECURITIES TO BE REGISTERED WITH OR APPROVED BY SUCH OTHER
GOVERNMENTAL AGENCIES OR AUTHORITIES AS MAY BE NECESSARY BY VIRTUE OF THE
BUSINESS AND OPERATIONS OF THE COMPANY AND DO ANY AND ALL OTHER ACTS AND THINGS
THAT MAY BE REASONABLY NECESSARY OR ADVISABLE TO ENABLE ANY HOLDER OF
REGISTRABLE SECURITIES TO CONSUMMATE THE DISPOSITION OF THE REGISTRABLE
SECURITIES OWNED BY SUCH HOLDER; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT
BE REQUIRED TO (I) QUALIFY GENERALLY TO DO BUSINESS IN ANY JURISDICTION WHERE IT
WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS SECTION 5D(H), (II)
SUBJECT ITSELF TO TAXATION IN ANY JURISDICTION OR (III) CONSENT TO GENERAL
SERVICE OF PROCESS IN ANY SUCH JURISDICTION WHERE IT IS NOT THEN SO SUBJECT;
(I)
UPON THE OCCURRENCE OF ANY EVENT CONTEMPLATED BY SECTION 5D(C)(V), AS
PROMPTLY AS PRACTICABLE PREPARE A SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO THE
REGISTRATION STATEMENT OR A SUPPLEMENT TO THE RELATED PROSPECTUS OR ANY DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE, OR FILE ANY
OTHER REQUIRED DOCUMENT SO THAT, AS THEREAFTER DELIVERED TO THE PURCHASERS OF
THE REGISTRABLE SECURITIES BEING SOLD THEREUNDER, SUCH PROSPECTUS WILL NOT
CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING;
(J)
ENTER INTO AN UNDERWRITING AGREEMENT IN SUCH FORM, SCOPE AND SUBSTANCE AS
IS CUSTOMARY IN UNDERWRITTEN OFFERINGS AND TAKE ALL SUCH OTHER ACTIONS AS ARE
REASONABLY REQUESTED BY THE MANAGING OR SOLE UNDERWRITER IN ORDER TO EXPEDITE OR
FACILITATE THE REGISTRATION OR THE DISPOSITION OF SUCH REGISTRABLE SECURITIES,
AND IN SUCH CONNECTION, (I) MAKE SUCH REPRESENTATIONS AND WARRANTIES TO THE
UNDERWRITERS WITH RESPECT TO THE BUSINESS OF THE COMPANY AND ITS
15
SUBSIDIARIES, AND THE REGISTRATION STATEMENT, PROSPECTUS AND DOCUMENTS, IF ANY,
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE THEREIN, IN EACH CASE, IN
FORM, SUBSTANCE AND SCOPE AS ARE CUSTOMARILY MADE BY ISSUERS TO UNDERWRITERS IN
UNDERWRITTEN OFFERINGS, AND CONFIRM THE SAME IF AND WHEN REQUESTED; (II) OBTAIN
OPINIONS OF COUNSEL TO THE COMPANY AND UPDATES THEREOF (WHICH COUNSEL AND
OPINIONS (IN FORM, SCOPE AND SUBSTANCE) SHALL BE REASONABLY SATISFACTORY TO THE
MANAGING UNDERWRITERS), ADDRESSED TO THE UNDERWRITERS COVERING THE MATTERS
CUSTOMARILY COVERED IN OPINIONS REQUESTED IN UNDERWRITTEN OFFERINGS AND SUCH
OTHER MATTERS AS MAY BE REASONABLY REQUESTED BY UNDERWRITERS; (III) OBTAIN "COLD
COMFORT" LETTERS AND UPDATES THEREOF FROM THE INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS OF THE COMPANY (AND, IF NECESSARY, ANY OTHER INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS OF ANY SUBSIDIARY OF THE COMPANY OR OF ANY BUSINESS ACQUIRED
BY THE COMPANY FOR WHICH FINANCIAL STATEMENTS AND FINANCIAL DATA ARE, OR ARE
REQUIRED TO BE, INCLUDED IN THE REGISTRATION STATEMENT), ADDRESSED TO EACH OF
THE UNDERWRITERS, SUCH LETTERS TO BE IN CUSTOMARY FORM AND COVERING MATTERS OF
THE TYPE CUSTOMARILY