TO EACH REGISTERING COVERED PERSON AND TO EACH
SUCH UNDERWRITER, IF ANY, A SIGNED COUNTERPART, ADDRESSED TO SUCH PERSON OR
UNDERWRITER, OF (I) AN OPINION OR OPINIONS OF COUNSEL TO THE COMPANY AND (II) A
COMFORT LETTER OR COMFORT LETTERS FROM THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS, EACH IN CUSTOMARY FORM AND COVERING SUCH MATTERS OF THE KIND
CUSTOMARILY COVERED BY OPINIONS OR COMFORT LETTERS, AS THE CASE MAY BE, AS THE
REQUESTING HOLDER OR UNDERWRITER REASONABLY REQUESTS.
(J)
EACH REGISTERING COVERED PERSON
REGISTERING SECURITIES UNDER SECTIONS 2.2 OR 2.3 SHALL PROMPTLY FURNISH IN
WRITING TO THE COMPANY THE INFORMATION SET FORTH IN APPENDIX B AND SUCH OTHER
INFORMATION REGARDING ITSELF, THE DISTRIBUTION OF THE REGISTRABLE SECURITIES AS
THE COMPANY MAY FROM TIME TO TIME REASONABLY REQUEST AND SUCH OTHER INFORMATION
AS MAY BE LEGALLY REQUIRED OR ADVISABLE IN CONNECTION WITH SUCH REGISTRATION.
(K)
EACH REGISTERING COVERED PERSON AND EACH
UNDERWRITER, IF ANY, AGREES THAT, UPON RECEIPT OF ANY NOTICE FROM THE COMPANY OF
THE HAPPENING OF ANY EVENT OF THE
12
KIND DESCRIBED IN SECTION 2.5(F), SUCH REGISTERING COVERED PERSON OR UNDERWRITER
SHALL FORTHWITH DISCONTINUE DISPOSITION OF REGISTRABLE SECURITIES PURSUANT TO
THE REGISTRATION STATEMENT COVERING SUCH REGISTRABLE SECURITIES UNTIL SUCH
REGISTERING COVERED PERSON'S OR UNDERWRITER'S RECEIPT OF THE COPIES OF THE
SUPPLEMENTED OR AMENDED PROSPECTUS CONTEMPLATED BY SECTION 2.5(F), PROVIDED,
HOWEVER, THAT, UPON WRITTEN NOTICE TO EACH REGISTERING COVERED PERSON AND EACH
UNDERWRITER, IF ANY, AND FOR A REASONABLE TIME SPECIFIED IN THE NOTICE BUT NOT
EXCEEDING 60 DAYS THEREAFTER OR 90 DAYS IN ANY 365 DAY PERIOD (THE "SUSPENSION
PERIOD"), THE COMPANY MAY SUSPEND THE USE OR EFFECTIVENESS OF ANY REGISTRATION
STATEMENT IF THE COMPANY'S BOARD REASONABLY BELIEVES THAT THE COMPANY IS IN
POSSESSION OF MATERIAL NON-PUBLIC INFORMATION, THE FAILURE OF WHICH TO BE
DISCLOSED IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT COULD
CONSTITUTE A MATERIAL MISSTATEMENT OR OMISSION; AND, IF SO DIRECTED BY THE
COMPANY, SUCH REGISTERING COVERED PERSON OR UNDERWRITER SHALL DELIVER TO THE
COMPANY ALL COPIES, OTHER THAN ANY PERMANENT FILE COPIES THEN IN SUCH
REGISTERING COVERED PERSON'S POSSESSION, OF THE MOST RECENT PROSPECTUS COVERING
SUCH REGISTRABLE SECURITIES AT THE TIME OF RECEIPT OF SUCH NOTICE.
IF THE
COMPANY SHALL GIVE SUCH NOTICE, THE COMPANY SHALL EXTEND THE PERIOD DURING WHICH
SUCH REGISTRATION STATEMENT SHALL BE MAINTAINED EFFECTIVE (INCLUDING THE PERIOD
REFERRED TO IN SECTION 2.5(A)) BY THE NUMBER OF DAYS DURING THE PERIOD FROM AND
INCLUDING THE DATE OF THE GIVING OF NOTICE PURSUANT TO SECTION 2.5(F) TO THE
DATE WHEN THE COMPANY SHALL MAKE AVAILABLE TO SUCH REGISTERING COVERED PERSON A
PROSPECTUS SUPPLEMENTED OR AMENDED TO CONFORM WITH THE REQUIREMENTS OF
SECTION 2.5(F).
(L)
THE COMPANY SHALL USE ITS COMMERCIALLY
REASONABLE EFFORTS TO LIST ALL REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT ON ANY SECURITIES EXCHANGE OR QUOTATION SYSTEM ON WHICH
ANY OF THE REGISTRABLE SECURITIES ARE THEN LISTED OR TRADED.
(M)
THE COMPANY SHALL CAUSE APPROPRIATE OFFICERS
OF THE COMPANY OR HOLDINGS TO (I) PREPARE AND MAKE PRESENTATIONS AT ANY "ROAD