AS MAY BE NECESSARY TO ENABLE THE SELLER OR SELLERS THEREOF TO CONSUMMATE THE
DISPOSITION OF SUCH REGISTRABLE SECURITIES (OTHER THAN AS MAY BE REQUIRED BY THE
GOVERNMENTAL AGENCIES OR AUTHORITIES OF ANY FOREIGN JURISDICTION AND OTHER THAN
AS MAY BE REQUIRED BY A LAW APPLICABLE TO A SELLING HOLDER BY REASON OF ITS OWN
ACTIVITIES OR BUSINESS OTHER THAN THE SALE OF REGISTRABLE SECURITIES);
(XVII)
IF SUCH OFFERING IS AN UNDERWRITTEN OFFERING, ENTER
INTO AN UNDERWRITING AGREEMENT WITH AN INVESTMENT BANKING FIRM SELECTED IN
ACCORDANCE WITH SECTION 5(C) OF THIS AGREEMENT CONTAINING REPRESENTATIONS,
WARRANTIES, INDEMNITIES AND AGREEMENTS THEN CUSTOMARILY INCLUDED BY AN ISSUER IN
UNDERWRITING AGREEMENTS WITH RESPECT TO SECONDARY UNDERWRITTEN DISTRIBUTIONS AND
TAKE ALL SUCH OTHER ACTIONS AS ARE REASONABLY REQUESTED BY THE MANAGING
UNDERWRITERS FOR SUCH UNDERWRITTEN OFFERING IN ORDER TO FACILITATE THE
REGISTRATION OR THE DISPOSITION OF SUCH REGISTRABLE SECURITIES;
11
(XVIII)
IF SUCH OFFERING IS AN UNDERWRITTEN OFFERING, (A) MAKE
REASONABLY AVAILABLE FOR INSPECTION BY EACH SELLING HOLDER OF REGISTRABLE
SECURITIES AND ANY MANAGING OR LEAD UNDERWRITER IN SUCH UNDERWRITTEN OFFERING,
AND ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY SUCH SELLING HOLDER OR
ANY SUCH UNDERWRITER, ALL RELEVANT FINANCIAL AND OTHER RECORDS, PERTINENT
CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY AND ITS SUBSIDIARIES AS SHALL
BE REASONABLY NECESSARY TO ENABLE THEM TO CONDUCT A "REASONABLE" INVESTIGATION
FOR PURPOSES OF SECTION 11(A) OF THE SECURITIES ACT; (B) CAUSE THE COMPANY'S
OFFICERS, DIRECTORS AND EMPLOYEES TO MAKE REASONABLY AVAILABLE FOR INSPECTION
ALL RELEVANT INFORMATION REASONABLY REQUESTED BY THE SELLING HOLDER OR ANY SUCH
UNDERWRITER, ATTORNEY, ACCOUNTANT OR AGENT IN CONNECTION WITH ANY SUCH
REGISTRATION STATEMENT, IN EACH CASE, AS IS CUSTOMARY FOR SIMILAR DUE DILIGENCE
EXAMINATIONS; PROVIDED THAT ANY INFORMATION THAT IS DESIGNATED BY THE COMPANY AS
CONFIDENTIAL AT THE TIME OF DELIVERY OF SUCH INFORMATION SHALL BE KEPT
CONFIDENTIAL BY THE SELLING HOLDER, SUCH UNDERWRITER, OR ANY SUCH, ATTORNEY,
ACCOUNTANT OR AGENT, UNLESS SUCH DISCLOSURE IS REQUIRED BY LAW, OR SUCH
INFORMATION BECOMES AVAILABLE TO THE PUBLIC GENERALLY OR THROUGH A THIRD PARTY
WITHOUT AN ACCOMPANYING OBLIGATION OF CONFIDENTIALITY; AND (C) DELIVER SUCH
DOCUMENTS AND CERTIFICATES AS MAY BE REASONABLY REQUESTED BY THE SELLING HOLDER
AND THE MANAGING UNDERWRITERS, IF ANY, INCLUDING CUSTOMARY OPINIONS OF COUNSEL
AND "COLD COMFORT" LETTERS AS MAY BE REASONABLY REQUIRED PURSUANT TO THE
UNDERWRITING AGREEMENT RELATING THERETO.
(XIX)
IN CONNECTION WITH AN UNDERWRITTEN OFFERING
REQUESTED PURSUANT TO SECTION 2 OR 3, THE COMPANY WILL PARTICIPATE, TO THE
EXTENT REASONABLY REQUESTED BY THE MANAGING UNDERWRITER FOR THE OFFERING OR THE
DEMANDING HOLDER OR SHELF DEMANDING HOLDER PARTICIPATING THEREIN, IN CUSTOMARY
EFFORTS TO SELL THE SECURITIES UNDER THE UNDERWRITTEN OFFERING, INCLUDING,
WITHOUT LIMITATION, PARTICIPATING IN "ROAD SHOWS" OR OTHER INVESTOR MEETINGS,
AND THE COMPANY SHALL SECURE THE REASONABLE PARTICIPATION OF ITS SENIOR
MANAGEMENT FOR SUCH PURPOSES; AND
(XX)
USE ITS REASONABLE BEST EFFORTS TO TAKE ALL
OTHER REASONABLE STEPS NECESSARY TO EFFECT THE REGISTRATION, OFFERING AND SALE
OF THE REGISTRABLE SECURITIES COVERED BY THE REGISTRATION STATEMENT CONTEMPLATED
HEREBY.
The Company may