(I) DISCLOSURE
THEREOF IS MADE IN CONNECTION WITH A COURT PROCEEDING OR REQUIRED BY LAW OR THE
RULES AND REGULATIONS OF ANY STOCK EXCHANGE OR ANY DEALER QUOTATION SYSTEM;
PROVIDED THAT EACH HOLDER OF THE SECURITIES AND ANY SUCH UNDERWRITER, ATTORNEY,
ACCOUNTANT OR AGENT WILL, UPON LEARNING THAT DISCLOSURE OF SUCH INFORMATION IS
SOUGHT IN A COURT PROCEEDING OR
8
REQUIRED BY LAW OR THE RULES AND REGULATIONS OF ANY STOCK EXCHANGE OR ANY DEALER
QUOTATION SYSTEM, GIVE NOTICE TO THE COMPANY WITH ENOUGH TIME TO ALLOW THE
COMPANY TO UNDERTAKE APPROPRIATE ACTION TO PREVENT DISCLOSURE AT THE COMPANY'S
SOLE EXPENSE, OR (II) SUCH INFORMATION HAS PREVIOUSLY BEEN MADE OR BECOMES
AVAILABLE TO THE PUBLIC GENERALLY THROUGH THE COMPANY OR THROUGH A THIRD PARTY
WITHOUT AN ACCOMPANYING OBLIGATION OF CONFIDENTIALITY; PROVIDED FURTHER,
HOWEVER, THAT THE FOREGOING INSPECTION AND INFORMATION GATHERING SHALL BE
COORDINATED ON BEHALF OF THE INITIAL PURCHASERS BY YOU AND ON BEHALF OF THE
OTHER PARTIES, BY ONE COUNSEL DESIGNATED BY AND ON BEHALF OF SUCH OTHER PARTIES
AS DESCRIBED IN SECTION 5 HEREOF.
(Q)
IN THE CASE OF ANY SHELF REGISTRATION, THE COMPANY, IF REQUESTED BY ANY
HOLDER OF SECURITIES COVERED THEREBY, SHALL CAUSE (I) ITS COUNSEL TO DELIVER AN
OPINION AND UPDATES THEREOF RELATING TO THE SECURITIES IN CUSTOMARY FORM
ADDRESSED TO SUCH HOLDERS AND THE MANAGING UNDERWRITERS, IF ANY, THEREOF AND
DATED, IN THE CASE OF THE INITIAL OPINION, THE EFFECTIVE DATE OF SUCH SHELF
REGISTRATION STATEMENT (IT BEING AGREED THAT THE MATTERS TO BE COVERED BY SUCH
OPINION SHALL INCLUDE, WITHOUT LIMITATION, THE DUE INCORPORATION AND GOOD
STANDING OF THE COMPANY AND ITS SUBSIDIARIES; THE QUALIFICATION OF THE COMPANY
AND ITS SUBSIDIARIES TO TRANSACT BUSINESS AS FOREIGN CORPORATIONS; THE DUE
AUTHORIZATION, EXECUTION AND DELIVERY OF THE RELEVANT AGREEMENT OF THE TYPE
REFERRED TO IN SECTION 3(O) HEREOF; THE DUE AUTHORIZATION, EXECUTION,
AUTHENTICATION AND ISSUANCE, AND THE VALIDITY AND ENFORCEABILITY, OF THE
APPLICABLE SECURITIES; THE ABSENCE OF MATERIAL LEGAL OR GOVERNMENTAL PROCEEDINGS
INVOLVING THE COMPANY AND ITS SUBSIDIARIES; THE ABSENCE OF GOVERNMENTAL
APPROVALS REQUIRED TO BE OBTAINED IN CONNECTION WITH THE SHELF REGISTRATION
STATEMENT, THE OFFERING AND SALE OF THE APPLICABLE SECURITIES, OR ANY AGREEMENT
OF THE TYPE REFERRED TO IN SECTION 3(O) HEREOF; THE COMPLIANCE AS TO FORM OF
SUCH SHELF REGISTRATION STATEMENT AND ANY DOCUMENTS INCORPORATED BY REFERENCE
THEREIN AND OF THE INDENTURE WITH THE REQUIREMENTS OF THE SECURITIES ACT AND THE
TRUST INDENTURE ACT, RESPECTIVELY; AND A STATEMENT, AS OF THE DATE OF THE
OPINION AND AS OF THE EFFECTIVE DATE OF THE SHELF REGISTRATION STATEMENT OR MOST
RECENT POST-EFFECTIVE AMENDMENT THERETO, AS THE CASE MAY BE, AS TO THE ABSENCE
OF ANY FACTS COMING TO SUCH COUNSEL'S ATTENTION THAT WOULD CAUSE IT TO BELIEVE
THAT SUCH SHELF REGISTRATION STATEMENT AND THE PROSPECTUS INCLUDED THEREIN, AS
THEN AMENDED OR SUPPLEMENTED, AND ANY DOCUMENTS INCORPORATED BY REFERENCE
THEREIN CONTAINED AN UNTRUE STATEMENT OF A MATERIAL FACT OR AN OMISSION TO STATE
THEREIN A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY