MATERIAL RESPECTS, WITH ALL
APPLICABLE RULES AND REGULATIONS OF THE COMMISSION AND SHALL MAKE GENERALLY
AVAILABLE TO ITS SECURITY HOLDERS (OR OTHERWISE PROVIDE IN ACCORDANCE WITH
SECTION 11(A) OF THE SECURITIES ACT) AS SOON AS PRACTICABLE AFTER THE EFFECTIVE
DATE OF THE APPLICABLE SHELF REGISTRATION STATEMENT AN EARNINGS STATEMENT
SATISFYING THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT, BUT IN NO
EVENT LATER THAN 45 DAYS AFTER THE END OF A 12-MONTH PERIOD (OR 90 DAYS, IF SUCH
PERIOD IS A FISCAL YEAR) BEGINNING WITH THE FIRST MONTH OF THE COMPANY'S FIRST
FISCAL QUARTER COMMENCING AFTER THE EFFECTIVE DATE OF THE SHELF REGISTRATION
STATEMENT, WHICH STATEMENT SHALL COVER SUCH 12-MONTH PERIOD.
9
(L)
THE COMPANY MAY REQUIRE EACH HOLDER OF REGISTRABLE SECURITIES TO
BE SOLD PURSUANT TO ANY REGISTRATION STATEMENT AS A CONDITION TO THE
REGISTRATION OF SUCH HOLDER'S REGISTRABLE SECURITIES THEREUNDER TO FURNISH TO
THE COMPANY SUCH INFORMATION REGARDING THE HOLDER AND THE DISTRIBUTION OF SUCH
REGISTRABLE SECURITIES AS THE COMPANY MAY FROM TIME TO TIME REASONABLY REQUIRE
FOR INCLUSION IN SUCH REGISTRATION STATEMENT. EACH HOLDER WHO OFFERS AND SELLS
REGISTRABLE SECURITIES BY MEANS OF THE REGISTRATION STATEMENT SHALL DO SO IN
ACCORDANCE WITH THE TERMS THEREOF AND THE REQUIREMENTS OF THE SECURITIES ACT.
(M)
THE COMPANY SHALL, IF REQUESTED, PROMPTLY INCORPORATE IN A
PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT,
SUCH INFORMATION AS THE HOLDERS REASONABLY AGREE SHOULD BE INCLUDED THEREIN AND
TO WHICH THE COMPANY DOES NOT REASONABLY OBJECT, AND SHALL MAKE ALL REQUIRED
FILINGS OF SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT AS SOON AS
PRACTICABLE AFTER THE COMPANY IS NOTIFIED OF THE MATTERS TO BE INCORPORATED IN
SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT; PROVIDED THAT THE
COMPANY SHALL NOT BE REQUIRED TO UPDATE THE REGISTRATION STATEMENT MORE THAN
ONCE IN ANY 90-DAY PERIOD.
(N)
THE COMPANY SHALL (I) MAKE REASONABLY AVAILABLE FOR INSPECTION BY
THE HOLDERS OF REGISTRABLE SECURITIES TO BE REGISTERED UNDER A SHELF
REGISTRATION STATEMENT AND ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY
SUCH HOLDERS, ALL RELEVANT FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE
DOCUMENTS AND PROPERTIES OF THE COMPANY AND ITS SUBSIDIARIES AS SHALL BE
REQUESTED IN CONNECTION WITH THE DISCHARGE OF THEIR DUE DILIGENCE OBLIGATIONS
AND (II) CAUSE THE COMPANY'S OFFICERS, DIRECTORS, EMPLOYEES AND INDEPENDENT
PUBLIC ACCOUNTANTS AND THE TRANSFER AGENT TO SUPPLY AT THE COMPANY'S EXPENSE ALL
RELEVANT INFORMATION REASONABLY REQUESTED BY SUCH HOLDERS, ATTORNEY, ACCOUNTANT
OR AGENT IN CONNECTION WITH ANY SUCH SHELF REGISTRATION STATEMENT AS IS
CUSTOMARY FOR SIMILAR DUE DILIGENCE EXAMINATIONS; PROVIDED, HOWEVER, WITH
RESPECT TO CLAUSES (I) AND (II) OF THIS PARAGRAPH, THE COMPANY SHALL HAVE NO
OBLIGATION TO PROVIDE ANY SUCH INFORMATION PRIOR TO THE EXECUTION BY THE PARTY
RECEIVING SUCH INFORMATION OF A CONFIDENTIALITY AGREEMENT IN A FORM REASONABLY
ACCEPTABLE TO THE COMPANY; PROVIDED, FURTHER THAT ANY INFORMATION THAT IS
DESIGNATED IN WRITING BY THE COMPANY IN GOOD FAITH AS CONFIDENTIAL AT THE TIME
OF DELIVERY OF SUCH INFORMATION SHALL NOT BE DISCLOSED BY SUCH HOLDERS,
ATTORNEY, ACCOUNTANT OR AGENT, UNLESS