WHEN REQUESTED, (II) USE ITS REASONABLE BEST EFFORTS TO
FURNISH UNDERWRITERS OPINIONS OF COUNSEL TO THE COMPANY, ADDRESSED TO THE
MANAGING UNDERWRITER(S), IF ANY, COVERING THE MATTERS CUSTOMARILY COVERED IN THE
OPINIONS REQUESTED IN SIMILAR SECONDARY UNDERWRITTEN OFFERINGS OF EQUITY
SECURITIES, (III) USE ITS REASONABLE BEST EFFORTS TO OBTAIN "COLD COMFORT"
LETTERS FROM THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY (AND,
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 IN
CONNECTION WITH SIMILAR SECONDARY UNDERWRITTEN OFFERINGS OF EQUITY SECURITIES,
(IV) IF AN UNDERWRITING AGREEMENT IS ENTERED INTO, THE SAME SHALL CONTAIN
INDEMNIFICATION PROVISIONS AND PROCEDURES CUSTOMARY IN SIMILAR SECONDARY
UNDERWRITTEN OFFERINGS OF EQUITY SECURITIES BY SIMILAR COMPANIES, AND
(V) DELIVER SUCH DOCUMENTS AND CERTIFICATES AS MAY BE REASONABLY REQUESTED BY
THE HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES BEING SOLD IN CONNECTION
THEREWITH, THEIR COUNSEL AND THE MANAGING
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UNDERWRITER(S), IF ANY, TO EVIDENCE THE CONTINUED VALIDITY OF THE
REPRESENTATIONS AND WARRANTIES MADE PURSUANT TO CLAUSE (I) ABOVE AND TO EVIDENCE
COMPLIANCE WITH ANY CUSTOMARY CONDITIONS CONTAINED IN THE UNDERWRITING AGREEMENT
OR OTHER AGREEMENT ENTERED INTO BY THE COMPANY.
(L)
MAKE AVAILABLE FOR INSPECTION BY A REPRESENTATIVE OF HOLDERS THAT
ARE SELLING AT LEAST FIVE PERCENT (5%) OF THE REGISTRABLE SECURITIES ISSUED ON
THE DATE HEREOF, 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 AND PERTINENT CORPORATE DOCUMENTS 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; PROVIDED THAT THIS CLAUSE (L) SHALL ONLY BE APPLICABLE TO A
REPRESENTATIVE OF SUCH HOLDERS THAT ARE SELLING STOCKHOLDERS AND ANY ATTORNEYS
OR ACCOUNTANTS RETAINED BY SUCH HOLDERS IF SUCH HOLDER IS NAMED IN THE
APPLICABLE PROSPECTUS SUPPLEMENT AS A PERSON WHO MAY BE DEEMED TO BE AN
UNDERWRITER WITH RESPECT TO AN OFFERING AND SALE OF REGISTRABLE SECURITIES.
4.4
SUSPENSION OF SALES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN (BUT SUBJECT TO THE SUSPENSION LIMIT DESCRIBED BELOW),
(I) SUBJECT TO SECTION 4.1(H), DURING ANY SCHEDULED BLACK-OUT PERIOD OR
(II) UPON RECEIPT OF WRITTEN NOTICE FROM THE COMPANY THAT A REGISTRATION
STATEMENT OR PROSPECTUS 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 OR PROSPECTUS,
THE HOLDER OF REGISTRABLE SECURITIES SHALL FORTHWITH DISCONTINUE THE MARKETING