THEREIN NOT MISLEADING IN THE LIGHT OF THE CIRCUMSTANCES THEN
EXISTING;
(VI)
OTHERWISE USE ITS BEST EFFORTS TO COMPLY WITH ALL APPLICABLE RULES
AND REGULATIONS OF THE COMMISSION, AND MAKE AVAILABLE TO ITS SECURITY HOLDERS,
AS SOON AS REASONABLY PRACTICABLE (BUT NOT MORE THAN 18 MONTHS) AFTER THE
EFFECTIVE DATE OF THE REGISTRATION STATEMENT, AN EARNINGS STATEMENT WHICH SHALL
SATISFY THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT;
(VII)
(I) IF SUCH REGISTRABLE SECURITIES ARE COMMON STOCK (INCLUDING
COMMON STOCK ISSUABLE UPON CONVERSION, EXCHANGE OR EXERCISE OF ANOTHER
SECURITY), USE ITS BEST EFFORTS TO LIST SUCH REGISTRABLE SECURITIES ON ANY
SECURITIES EXCHANGE OR AUTHORIZE FOR QUOTATION ON EACH OTHER MARKET (INCLUDING,
IF APPLICABLE, THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. (THE "NASD")
AUTOMATED QUOTATION SYSTEM) ON WHICH THE COMMON STOCK IS THEN LISTED OR
AUTHORIZED FOR QUOTATION IF SUCH REGISTRABLE SECURITIES ARE NOT ALREADY SO
LISTED OR AUTHORIZED FOR QUOTATION; AND (II) USE ITS BEST EFFORTS TO PROVIDE A
TRANSFER AGENT AND REGISTRAR FOR SUCH REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT NOT LATER THAN THE EFFECTIVE DATE OF SUCH REGISTRATION
STATEMENT;
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(VIII)
ENTER INTO SUCH CUSTOMARY AGREEMENTS (INCLUDING AN UNDERWRITING
AGREEMENT IN CUSTOMARY FORM), WHICH MAY INCLUDE INDEMNIFICATION PROVISIONS IN
FAVOR OF UNDERWRITERS AND OTHER PERSONS IN ADDITION TO THE PROVISIONS OF SECTION
6.4 HEREOF, AND TAKE SUCH OTHER ACTIONS AS THE PRINCIPAL PARTICIPATING HOLDERS
OR THE UNDERWRITERS, IF ANY, REASONABLY REQUESTED IN ORDER TO EXPEDITE OR
FACILITATE THE DISPOSITION OF SUCH REGISTRABLE SECURITIES;
(IX)
OBTAIN A "COLD COMFORT" LETTER OR LETTERS FROM THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS IN CUSTOMARY FORM AND COVERING MATTERS OF THE
TYPE CUSTOMARILY COVERED BY "COLD COMFORT" LETTERS AS THE PRINCIPAL
PARTICIPATING HOLDERS SHALL REASONABLY REQUEST;
(X)
MAKE AVAILABLE FOR INSPECTION BY ANY SELLER OF SUCH REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT, BY ANY MANAGING UNDERWRITER
OR UNDERWRITERS PARTICIPATING IN ANY DISPOSITION TO BE EFFECTED PURSUANT TO SUCH
REGISTRATION STATEMENT AND BY ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED
BY ANY SUCH SELLER OR ANY SUCH MANAGING UNDERWRITER(S), ALL PERTINENT FINANCIAL
AND OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY,
AND CAUSE ALL OF THE COMPANY'S OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY ALL
INFORMATION REASONABLY REQUESTED BY ANY SUCH SELLER, UNDERWRITER, ATTORNEY,
ACCOUNTANT OR AGENT IN CONNECTION WITH SUCH REGISTRATION STATEMENT (SUBJECT TO
EACH PARTY REFERRED TO IN THIS CLAUSE (X) ENTERING INTO CUSTOMARY
CONFIDENTIALITY AGREEMENTS IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY);
(XI)
NOTIFY COUNSEL (SELECTED PURSUANT TO SECTION 6.3.3 HEREOF) FOR
THE HOLDERS OF REGISTRABLE SECURITIES INCLUDED IN SUCH REGISTRATION STATEMENT
AND THE MANAGING UNDERWRITER OR AGENT, IMMEDIATELY, AND CONFIRM THE NOTICE IN
WRITING (A) WHEN THE REGISTRATION STATEMENT, OR ANY POST-EFFECTIVE AMENDMENT TO
THE REGISTRATION STATEMENT, SHALL HAVE BECOME EFFECTIVE, OR ANY SUPPLEMENT TO
THE PROSPECTUS OR ANY AMENDMENT TO THE PROSPECTUS SHALL HAVE BEEN FILED, (B) OF
THE RECEIPT OF ANY COMMENTS FROM THE COMMISSION, (C) OF ANY REQUEST OF THE
COMMISSION TO AMEND THE REGISTRATION STATEMENT OR AMEND OR SUPPLEMENT THE
PROSPECTUS