ANY
UNDERWRITING AGREEMENT WHICH ARE MADE TO OR FOR THE BENEFIT OF ANY UNDERWRITERS,
TO THE EXTENT APPLICABLE, SHALL ALSO BE MADE TO AND FOR THE BENEFIT OF THE
SHAREHOLDER.
FOR THE AVOIDANCE OF DOUBT, THE SHAREHOLDER MAY NOT REQUIRE THE
COMPANY TO ACCEPT TERMS, CONDITIONS OR PROVISIONS IN ANY SUCH AGREEMENT WHICH
THE COMPANY DETERMINES ARE NOT REASONABLY ACCEPTABLE TO THE COMPANY,
NOTWITHSTANDING ANY AGREEMENT TO THE CONTRARY HEREIN.
THE SHAREHOLDER SHALL NOT
BE REQUIRED TO MAKE ANY REPRESENTATIONS OR WARRANTIES IN THE UNDERWRITING
AGREEMENT EXCEPT AS REASONABLY REQUESTED BY THE COMPANY AND, IF APPLICABLE, WITH
RESPECT TO THE SHAREHOLDER'S ORGANIZATION, GOOD STANDING, AUTHORITY, TITLE TO
RESTRICTED SHARES, LACK OF CONFLICT OF SUCH SALE WITH SUCH HOLDER'S MATERIAL
AGREEMENTS AND ORGANIZATIONAL DOCUMENTS, AND WITH RESPECT TO WRITTEN INFORMATION
RELATING TO THE SHAREHOLDER THAT THE SHAREHOLDER HAS FURNISHED IN WRITING
EXPRESSLY FOR INCLUSION IN SUCH REGISTRATION STATEMENT.
THE SHAREHOLDER,
HOWEVER, SHALL AGREE TO SUCH COVENANTS AND INDEMNIFICATION AND CONTRIBUTION
OBLIGATIONS FOR SELLING STOCKHOLDERS AS ARE REASONABLE AND CUSTOMARILY CONTAINED
IN AGREEMENTS OF THAT TYPE.
3.1.7
COOPERATION.
THE COMPANY AND ALL OFFICERS AND MEMBERS OF THE
MANAGEMENT OF THE COMPANY, SHALL REASONABLY COOPERATE IN ANY OFFERING OF
RESTRICTED SHARES UNDER THIS AGREEMENT, WHICH COOPERATION SHALL INCLUDE, WITHOUT
LIMITATION, THE PREPARATION OF THE
8
REGISTRATION STATEMENT WITH RESPECT TO SUCH OFFERING AND ALL OTHER OFFERING
MATERIALS AND RELATED DOCUMENTS, AND PARTICIPATION IN MEETINGS WITH
UNDERWRITERS, ATTORNEYS, ACCOUNTANTS AND POTENTIAL INVESTORS.
THE SHAREHOLDER
SHALL REASONABLY COOPERATE IN THE PREPARATION OF THE REGISTRATION STATEMENT AND
OTHER DOCUMENTS RELATING TO ANY OFFERING IN WHICH IT INCLUDES SECURITIES
PURSUANT TO THIS SECTION 3.
THE SHAREHOLDER SHALL ALSO FURNISH TO THE COMPANY
SUCH INFORMATION REGARDING ITSELF, THE RESTRICTED SHARES HELD BY IT, AND THE
INTENDED METHOD(S) OF DISPOSITION OF SUCH SECURITIES AS SHALL BE REASONABLY
REQUIRED TO EFFECT THE REGISTRATION OF THE RESTRICTED SHARES.
3.1.8
RECORDS.
UPON REASONABLE NOTICE AND DURING NORMAL BUSINESS HOURS,
SUBJECT TO THE COMPANY RECEIVING ANY CUSTOMARY CONFIDENTIALITY UNDERTAKINGS OR
AGREEMENTS, THE COMPANY SHALL MAKE AVAILABLE FOR INSPECTION BY THE SHAREHOLDER,
ANY UNDERWRITER PARTICIPATING IN ANY DISPOSITION PURSUANT TO SUCH REGISTRATION
STATEMENT AND ANY ATTORNEY, ACCOUNTANT OR OTHER PROFESSIONAL RETAINED BY THE
SHAREHOLDER OR ANY UNDERWRITER, ALL RELEVANT FINANCIAL AND OTHER RECORDS,
PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY AS SHALL BE
NECESSARY TO ENABLE THEM TO EXERCISE THEIR DUE DILIGENCE RESPONSIBILITY, AND
SHALL CAUSE THE COMPANY'S OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY ALL
INFORMATION REASONABLY REQUESTED BY THE SHAREHOLDER IN CONNECTION WITH SUCH
REGISTRATION STATEMENT.
3.1.9
OPINIONS AND COMFORT LETTERS.
THE COMPANY SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO FURNISH TO THE SHAREHOLDER SIGNED COUNTERPARTS, ADDRESSED
TO THE SHAREHOLDER, OF (I) ANY OPINION OF COUNSEL TO THE COMPANY DELIVERED TO
ANY UNDERWRITER AND (II) ANY COMFORT LETTER FROM THE COMPANY' INDEPENDENT PUBLIC
ACCOUNTANTS DELIVERED TO ANY UNDERWRITER; PROVIDED, HOWEVER, THAT COUNSEL TO THE
UNDERWRITER SHALL HAVE EXCLUSIVE AUTHORITY TO NEGOTIATE THE TERMS THEREOF.
IN
THE EVENT NO LEGAL OPINION IS DELIVERED TO ANY UNDERWRITER, THE COMPANY SHALL
FURNISH TO THE SHAREHOLDER,