ORDER TO EXPEDITE OR FACILITATE THE DISPOSITION OF SUCH
REGISTRABLE SECURITIES (INCLUDING, WITHOUT LIMITATION, EFFECTING A SHARE SPLIT
OR A COMBINATION OF SHARES, TO THE EXTENT APPROVED BY THE STOCKHOLDERS OF THE
COMPANY REQUIRED TO APPROVE ANY SUCH ACTION);
(XI)
FURNISH OR MAKE AVAILABLE (AND CAUSE THE
COMPANY'S OFFICERS, DIRECTORS, EMPLOYEES AND INDEPENDENT ACCOUNTANTS TO FURNISH
OR MAKE AVAILABLE) FOR INSPECTION BY ANY SELLER OF REGISTRABLE SECURITIES, ANY
UNDERWRITER PARTICIPATING IN ANY DISPOSITION PURSUANT TO SUCH REGISTRATION
STATEMENT AND ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY ANY SUCH
SELLER OR UNDERWRITER, SUCH INFORMATION AND ASSISTANCE AS SUCH SELLER,
UNDERWRITER, ATTORNEY, ACCOUNTANT OR AGENT MAY REASONABLY REQUEST IN CONNECTION
WITH ANY "DUE DILIGENCE" EFFORT THAT SUCH PERSON DEEMS APPROPRIATE IN CONNECTION
WITH SUCH REGISTRATION STATEMENT, INCLUDING, BUT NOT LIMITED TO, ALL FINANCIAL
AND OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND DOCUMENTS RELATING TO THE
BUSINESS OF THE COMPANY, PROVIDED THAT EACH HOLDER, UNDERWRITER, ACCOUNTANT OR
OTHER AGENT (A) ENTERS INTO A CONFIDENTIALITY AGREEMENT IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE COMPANY AND (B) MINIMIZES THE DISRUPTION TO THE
COMPANY'S BUSINESS IN CONNECTION WITH THE FOREGOING;
(XII)
OTHERWISE USE ITS COMMERCIALLY REASONABLE
EFFORTS TO COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE COMMISSION,
AND MAKE AVAILABLE TO ITS SECURITY HOLDERS, AS SOON AS REASONABLY PRACTICABLE,
AN EARNINGS STATEMENT COVERING THE PERIOD OF AT LEAST TWELVE MONTHS BEGINNING
WITH THE FIRST DAY OF THE COMPANY'S FIRST FULL CALENDAR QUARTER AFTER THE
EFFECTIVE DATE OF THE REGISTRATION STATEMENT, WHICH EARNINGS STATEMENT WILL
SATISFY THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT AND RULE 158
THEREUNDER;
(XIII)
IN THE EVENT OF THE ISSUANCE OF ANY STOP ORDER
SUSPENDING THE EFFECTIVENESS OF A REGISTRATION STATEMENT, OR OF ANY ORDER
SUSPENDING OR PREVENTING THE USE OF ANY RELATED PROSPECTUS OR CEASING TRADING OF
ANY SECURITIES
9
INCLUDED IN SUCH REGISTRATION STATEMENT FOR SALE IN ANY JURISDICTION, USE ITS
COMMERCIALLY REASONABLE EFFORTS PROMPTLY TO OBTAIN THE WITHDRAWAL OF SUCH ORDER;
(XIV)
ENTER INTO SUCH AGREEMENTS AND TAKE SUCH OTHER
ACTIONS AS THE SELLERS OF REGISTRABLE SECURITIES OR THE UNDERWRITERS REASONABLY
REQUEST IN ORDER TO EXPEDITE OR FACILITATE THE DISPOSITION OF SUCH REGISTRABLE
SECURITIES, INCLUDING, WITHOUT LIMITATION, PREPARING FOR AND PARTICIPATING IN
SUCH NUMBER OF "ROAD SHOWS" AND ALL SUCH OTHER CUSTOMARY SELLING EFFORTS AS THE
UNDERWRITERS REASONABLY REQUEST IN ORDER TO EXPEDITE OR FACILITATE SUCH
DISPOSITION;
(XV)
OBTAIN ONE OR MORE COMFORT LETTERS, ADDRESSED TO
UNDERWRITERS IN ANY UNDERWRITTEN OFFERING, DATED THE DATE OF THE CLOSING UNDER
THE UNDERWRITING AGREEMENT FOR SUCH OFFERING (AND TO THE EXTENT PERMITTED BY
ACCOUNTING RULES AND GUIDANCE, THE SELLERS OF REGISTRABLE SECURITIES, DATED THE
EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT), SIGNED BY THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS IN CUSTOMARY FORM AND COVERING SUCH MATTERS OF
THE TYPE CUSTOMARILY COVERED BY COMFORT LETTERS AS THE HOLDERS OF A MAJORITY OF
THE REGISTRABLE SECURITIES BEING SOLD IN SUCH OFFERING REASONABLY REQUEST;
(XVI)
PROVIDE LEGAL OPINIONS AND NEGATIVE ASSURANCE
LETTERS OF THE COMPANY'S OUTSIDE COUNSEL, ADDRESSED TO THE HOLDERS OF THE