IF NECESSARY, ANY OTHER INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS OF ANY BUSINESS ACQUIRED BY THE COMPANY FOR WHICH FINANCIAL
STATEMENTS AND FINANCIAL DATA ARE INCLUDED IN THE REGISTRATION STATEMENT) WHO
HAVE CERTIFIED THE FINANCIAL STATEMENTS INCLUDED IN SUCH REGISTRATION STATEMENT,
ADDRESSED TO EACH OF THE MANAGING UNDERWRITER(S), IF ANY, SUCH LETTERS TO BE IN
CUSTOMARY FORM AND COVERING MATTERS OF THE TYPE CUSTOMARILY COVERED IN "COLD
COMFORT" LETTERS; (D) AGREEING TO SUCH INDEMNIFICATION PROVISIONS AND PROCEDURES
AS ARE CUSTOMARY IN UNDERWRITTEN OFFERINGS; AND (E) DELIVERING SUCH DOCUMENTS
AND CERTIFICATES AS MAY BE REASONABLY REQUESTED BY THE MANAGING UNDERWRITER(S),
IF ANY, TO EVIDENCE THE CONTINUED VALIDITY OF THE REPRESENTATIONS AND WARRANTIES
MADE PURSUANT TO CLAUSE (A) ABOVE AND TO EVIDENCE COMPLIANCE WITH ANY CUSTOMARY
CONDITIONS CONTAINED IN THE UNDERWRITING AGREEMENT OR OTHER AGREEMENT ENTERED
INTO BY THE COMPANY;
(X)
MAKE AVAILABLE FOR INSPECTION BY A
REPRESENTATIVE OF HOLDERS THAT ARE SELLING STOCKHOLDERS, THE MANAGING
UNDERWRITER(S), IF ANY, AND ANY ATTORNEYS OR ACCOUNTANTS RETAINED BY SUCH
HOLDERS OR MANAGING UNDERWRITER(S), AT THE OFFICES WHERE NORMALLY KEPT, DURING
REASONABLE BUSINESS HOURS, FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE
DOCUMENTS AND PROPERTIES OF THE COMPANY, AND CAUSE THE OFFICERS, DIRECTORS AND
EMPLOYEES OF THE COMPANY TO SUPPLY ALL INFORMATION IN EACH CASE REASONABLY
REQUESTED BY ANY SUCH REPRESENTATIVE, MANAGING UNDERWRITER(S), ATTORNEY OR
ACCOUNTANT IN CONNECTION WITH SUCH REGISTRATION STATEMENT;
(XI)
IF REQUESTED BY HOLDERS OF A MAJORITY OF THE
REGISTRABLE SECURITIES BEING REGISTERED AND/OR SOLD IN CONNECTION THEREWITH, OR
THE MANAGING UNDERWRITER(S), IF ANY, PROMPTLY INCLUDE IN A PROSPECTUS SUPPLEMENT
OR AMENDMENT SUCH INFORMATION AS THE HOLDERS OF A MAJORITY OF THE REGISTRABLE
SECURITIES BEING REGISTERED AND/OR SOLD IN CONNECTION THEREWITH OR MANAGING
UNDERWRITER(S), IF ANY, MAY REASONABLY REQUEST IN ORDER TO PERMIT THE INTENDED
METHOD OF DISTRIBUTION OF SUCH SECURITIES AND MAKE ALL REQUIRED FILINGS OF SUCH
PROSPECTUS SUPPLEMENT OR SUCH AMENDMENT AS SOON AS REASONABLY PRACTICABLE AFTER
THE COMPANY HAS RECEIVED SUCH REQUEST; AND
(XII)
CAUSE ALL SUCH REGISTRABLE SECURITIES (OTHER
THAN PREFERRED STOCK AND NON-VOTING COMMON STOCK) TO BE LISTED ON THE NASDAQ
STOCK MARKET OR SUCH OTHER SECURITIES EXCHANGE ON WHICH SIMILAR SECURITIES
ISSUED BY THE COMPANY ARE THEN LISTED OTHER THAN PREFERRED STOCK AND NON-VOTING
COMMON STOCK.
36
(D)
SUSPENSION OF SALES. DURING ANY SCHEDULED
BLACK-OUT PERIOD AND UPON RECEIPT OF WRITTEN NOTICE FROM THE COMPANY THAT A
REGISTRATION STATEMENT, PROSPECTUS OR PROSPECTUS SUPPLEMENT CONTAINS OR MAY
CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT
MISLEADING OR THAT CIRCUMSTANCES EXIST THAT MAKE INADVISABLE USE OF SUCH
REGISTRATION STATEMENT, PROSPECTUS OR PROSPECTUS SUPPLEMENT, EACH HOLDER SHALL
FORTHWITH DISCONTINUE DISPOSITION OF REGISTRABLE SECURITIES UNTIL TERMINATION OF
SUCH SCHEDULED BLACK-OUT PERIOD OR UNTIL THE INVESTORS AND/OR SUCH HOLDER HAS
RECEIVED COPIES OF A SUPPLEMENTED OR AMENDED PROSPECTUS OR PROSPECTUS
SUPPLEMENT, OR UNTIL SUCH HOLDER IS ADVISED IN WRITING BY THE COMPANY THAT THE
USE OF THE PROSPECTUS AND, IF APPLICABLE, PROSPECTUS SUPPLEMENT MAY