THE TOTAL NUMBER OF DAYS THAT ANY SUCH SUSPENSION MAY BE IN EFFECT
IN ANY 12-MONTH PERIOD SHALL NOT EXCEED 90 DAYS.
(IX)
USE REASONABLE BEST EFFORTS TO PROCURE THE COOPERATION OF THE
COMPANY'S TRANSFER AGENT IN SETTLING ANY OFFERING OR SALE OF REGISTRABLE
SECURITIES, INCLUDING WITH RESPECT TO THE TRANSFER OF PHYSICAL STOCK
CERTIFICATES INTO BOOK-ENTRY FORM IN ACCORDANCE WITH ANY PROCEDURES REASONABLY
REQUESTED BY THE HOLDERS OR ANY MANAGING UNDERWRITER(S).
(X)
IF AN UNDERWRITTEN OFFERING IS REQUESTED PURSUANT TO
SECTION 4.5(A)(II), ENTER INTO AN UNDERWRITING AGREEMENT IN CUSTOMARY FORM,
SCOPE AND SUBSTANCE AND TAKE ALL SUCH OTHER ACTIONS REASONABLY REQUESTED BY THE
HOLDERS OF A MAJORITY OF THE REGISTRABLE
23
SECURITIES BEING SOLD IN CONNECTION THEREWITH OR BY THE MANAGING UNDERWRITER(S),
IF ANY, TO EXPEDITE OR FACILITATE THE UNDERWRITTEN DISPOSITION OF SUCH
REGISTRABLE SECURITIES, AND IN CONNECTION THEREWITH IN ANY UNDERWRITTEN OFFERING
(INCLUDING MAKING MEMBERS OF MANAGEMENT AND EXECUTIVES OF THE COMPANY AVAILABLE
TO PARTICIPATE IN "ROAD SHOWS", SIMILAR SALES EVENTS AND OTHER MARKETING
ACTIVITIES), (A) MAKE SUCH REPRESENTATIONS AND WARRANTIES TO THE HOLDERS THAT
ARE SELLING STOCKHOLDERS AND THE MANAGING UNDERWRITER(S), IF ANY, WITH RESPECT
TO THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES, AND THE SHELF REGISTRATION
STATEMENT, PROSPECTUS AND DOCUMENTS, IF ANY, INCORPORATED OR DEEMED TO BE
INCORPORATED BY REFERENCE THEREIN, IN EACH CASE, IN CUSTOMARY FORM, SUBSTANCE
AND SCOPE, AND, IF TRUE, CONFIRM THE SAME IF AND WHEN REQUESTED, (B) USE ITS
REASONABLE BEST EFFORTS TO FURNISH THE UNDERWRITERS WITH OPINIONS OF COUNSEL TO
THE COMPANY, ADDRESSED TO THE MANAGING UNDERWRITER(S), IF ANY, COVERING THE
MATTERS CUSTOMARILY COVERED IN SUCH OPINIONS REQUESTED IN UNDERWRITTEN
OFFERINGS, (C) 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 SHELF REGISTRATION STATEMENT) WHO HAVE CERTIFIED THE FINANCIAL
STATEMENTS INCLUDED IN SUCH SHELF 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,
(D) IF AN UNDERWRITING AGREEMENT IS ENTERED INTO, THE SAME SHALL CONTAIN
INDEMNIFICATION PROVISIONS AND PROCEDURES CUSTOMARY IN UNDERWRITTEN OFFERINGS
(PROVIDED THAT THE INVESTOR SHALL NOT BE OBLIGATED TO PROVIDE ANY INDEMNITY),
AND (E) 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 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.
(XI)
MAKE AVAILABLE FOR INSPECTION BY A REPRESENTATIVE OF HOLDERS THAT
ARE SELLING STOCKHOLDERS, THE MANAGING UNDERWRITER(S), IF ANY, AND ANY ATTORNEYS
OR ACCOUNTANTS RETAINED BY SUCH HOLDERS OR MANAGING UNDERWRITER(S), AT THE
OFFICES