ISSUED BY THE
COMPANY ARE THEN LISTED;
(E)
PROVIDE A TRANSFER AGENT AND REGISTRAR FOR ALL REGISTRABLE SHARES
REGISTERED PURSUANT HEREUNDER AND A CUSIP NUMBER FOR ALL SUCH REGISTRABLE
SHARES, IN EACH CASE NOT LATER THAN THE EFFECTIVE DATE OF SUCH REGISTRATION;
(F)
IN THE EVENT OF ANY UNDERWRITTEN PUBLIC OFFERING, ENTER INTO AND
PERFORM ITS OBLIGATIONS UNDER AN UNDERWRITING AGREEMENT AND OTHER CUSTOMARY
AGREEMENTS, IN USUAL AND CUSTOMARY FORM, WITH THE MANAGING UNDERWRITER OF SUCH
OFFERING. EACH HOLDER PARTICIPATING IN SUCH UNDERWRITING SHALL ALSO ENTER INTO
AND PERFORM ITS OBLIGATIONS UNDER SUCH AN AGREEMENT;
(G)
FURNISH, AT THE REQUEST OF ANY HOLDER REQUESTING REGISTRATION OF
REGISTRABLE SHARES PURSUANT TO THIS SECTION 2, ON THE DATE THAT SUCH REGISTRABLE
SHARES ARE DELIVERED TO THE UNDERWRITERS FOR SALE IN CONNECTION WITH A
REGISTRATION PURSUANT TO THIS SECTION 2, IF SUCH SECURITIES ARE BEING SOLD
THROUGH UNDERWRITERS, OR, IF SUCH SECURITIES ARE NOT BEING SOLD THROUGH
UNDERWRITERS, ON THE DATE THAT THE REGISTRATION STATEMENT WITH RESPECT TO SUCH
SECURITIES BECOMES EFFECTIVE:
(I)
AT THE REQUEST OF ANY HOLDER, TO FURNISH ON THE EFFECTIVE DATE OF
THE REGISTRATION STATEMENT OR, IF THE OFFERING IS UNDERWRITTEN, ON THE DATE THAT
REGISTRABLE SHARES ARE DELIVERED TO THE UNDERWRITERS FOR SALE, AN OPINION OF
COUNSEL, DATED SUCH DATE, REPRESENTING THE COMPANY FOR THE PURPOSES OF SUCH
REGISTRATION, ADDRESSED TO THE UNDERWRITERS AND TO SUCH HOLDER, STATING THAT
SUCH REGISTRATION STATEMENT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT AND
THAT (I) TO THE BEST KNOWLEDGE OF SUCH COUNSEL, NO STOP ORDER SUSPENDING THE
EFFECTIVENESS THEREOF HAS BEEN ISSUED AND NO PROCEEDINGS FOR THAT PURPOSE HAVE
BEEN INSTITUTED OR ARE PENDING OR CONTEMPLATED UNDER THE SECURITIES ACT,
(II) 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 SECURITIES ACT (EXCEPT THAT SUCH COUNSEL NEED NOT EXPRESS
ANY OPINION AS TO FINANCIAL STATEMENTS OR OTHER FINANCIAL DATA CONTAINED
THEREIN), AND (III) SUCH OTHER OPINIONS AS REASONABLY MAY BE REQUESTED BY
COUNSEL FOR THE UNDERWRITERS OR BY SUCH HOLDER OR ITS COUNSEL;
6
(II)
"COMFORT" LETTERS SIGNED BY THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS WHO HAVE EXAMINED AND REPORTED ON THE COMPANY'S FINANCIAL STATEMENTS
INCLUDED IN THE REGISTRATION STATEMENT, TO THE EXTENT PERMITTED BY THE STANDARDS
OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS, COVERING
SUBSTANTIALLY THE SAME MATTERS WITH RESPECT TO THE REGISTRATION STATEMENT (AND
THE PROSPECTUS INCLUDED THEREIN) AND (IN THE CASE OF THE ACCOUNTANTS' "COMFORT"
LETTERS) WITH RESPECT TO EVENTS SUBSEQUENT TO THE DATE OF THE FINANCIAL
STATEMENTS, AS ARE CUSTOMARILY COVERED IN OPINIONS OF ISSUER'S COUNSEL AND IN
ACCOUNTANTS' "COMFORT" LETTERS DELIVERED TO THE UNDERWRITERS IN UNDERWRITTEN
PUBLIC OFFERINGS OF SECURITIES, BUT ONLY IF AND TO THE EXTENT THAT THE COMPANY
IS REQUIRED TO DELIVER OR CAUSE THE DELIVERY OF SUCH OPINION OR "COMFORT"
LETTERS TO THE UNDERWRITERS IN AN UNDERWRITTEN PUBLIC OFFERING OF SECURITIES;
(H)
MAKE AVAILABLE FOR INSPECTION BY ANY SELLER OF REGISTRABLE SHARES,
ANY UNDERWRITER PARTICIPATING IN