IN SATISFYING THE PRECEDING CLAUSES (I) AND (II), TO SECURE THE
INCLUSION FOR QUOTATION ON THE NEW YORK STOCK EXCHANGE, THE NASDAQ GLOBAL
MARKET, THE NASDAQ GLOBAL SELECT MARKET OR THE NASDAQ CAPITAL MARKET FOR SUCH
REGISTRABLE SECURITIES AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO
USE ITS BEST EFFORTS TO ARRANGE FOR AT LEAST TWO MARKET MAKERS TO REGISTER WITH
THE FINANCIAL INDUSTRY REGULATORY AUTHORITY ("FINRA") AS SUCH WITH RESPECT TO
SUCH REGISTRABLE SECURITIES.
THE COMPANY SHALL PAY ALL FEES AND EXPENSES IN
CONNECTION WITH SATISFYING ITS OBLIGATION UNDER THIS SECTION 3(K).
(L)
THE COMPANY SHALL COOPERATE WITH THE INVESTORS WHO HOLD REGISTRABLE
SECURITIES BEING OFFERED AND, TO THE EXTENT APPLICABLE, FACILITATE THE TIMELY
PREPARATION AND DELIVERY OF CERTIFICATES (NOT BEARING ANY RESTRICTIVE LEGEND)
REPRESENTING THE REGISTRABLE SECURITIES TO BE OFFERED PURSUANT TO A REGISTRATION
STATEMENT AND ENABLE SUCH CERTIFICATES TO BE IN SUCH DENOMINATIONS OR AMOUNTS,
AS THE CASE MAY BE, AS THE INVESTORS MAY REASONABLY REQUEST AND REGISTERED IN
SUCH NAMES AS THE INVESTORS MAY REQUEST.
(M)
IF REQUESTED BY AN INVESTOR, THE COMPANY (I) SHALL AS SOON AS PRACTICABLE
BUT IN NO EVENT LATER THAN (A) FIVE (5) DAYS AFTER THE RECEIPT OF NOTICE FROM
SUCH INVESTOR, INCORPORATE IN A PROSPECTUS SUPPLEMENT OR (B) FORTY-FIVE DAYS
AFTER THE RECEIPT OF NOTICE FROM SUCH INVESTOR INCORPORATE INTO A POST-EFFECTIVE
AMENDMENT SUCH INFORMATION AS AN INVESTOR REASONABLY REQUESTS TO BE INCLUDED
THEREIN RELATING TO THE SALE AND DISTRIBUTION OF REGISTRABLE SECURITIES,
INCLUDING, WITHOUT LIMITATION, INFORMATION WITH RESPECT TO THE NUMBER OF
REGISTRABLE SECURITIES BEING OFFERED OR SOLD, THE PURCHASE PRICE BEING PAID
THEREFOR AND ANY OTHER TERMS OF THE OFFERING OF THE REGISTRABLE SECURITIES TO BE
SOLD IN SUCH OFFERING; (II) SHALL MAKE ALL REQUIRED FILINGS OF SUCH PROSPECTUS
SUPPLEMENT OR POST-EFFECTIVE AMENDMENT AFTER BEING NOTIFIED OF THE MATTERS TO BE
INCORPORATED IN SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT; AND
(III) SHALL SUPPLEMENT OR MAKE AMENDMENTS TO ANY REGISTRATION STATEMENT IF
REASONABLY REQUESTED BY AN INVESTOR HOLDING ANY REGISTRABLE SECURITIES.
(N)
THE COMPANY SHALL USE ITS BEST EFFORTS TO CAUSE THE REGISTRABLE SECURITIES
COVERED BY THE REGISTRATION STATEMENT TO BE REGISTERED WITH OR APPROVED BY SUCH
OTHER GOVERNMENTAL AGENCIES OR AUTHORITIES AS MAY BE NECESSARY TO CONSUMMATE THE
DISPOSITION OF SUCH REGISTRABLE SECURITIES.
(O)
THE COMPANY SHALL MAKE GENERALLY AVAILABLE TO ITS SECURITY HOLDERS AS SOON
AS PRACTICAL, INCLUDING VIA THE EDGAR SYSTEM OF THE SEC OR VIA A PUBLIC
ANNOUNCEMENT, BUT NOT LATER THAN NINETY (90) DAYS AFTER THE CLOSE OF THE PERIOD
COVERED THEREBY, AN EARNINGS
A-10
STATEMENT (IN FORM COMPLYING WITH, AND IN THE MANNER PROVIDED BY, THE PROVISIONS
OF RULE 158 UNDER THE 1933 ACT) COVERING A TWELVE-MONTH PERIOD BEGINNING NOT
LATER THAN THE FIRST DAY OF THE COMPANY'S FISCAL QUARTER NEXT FOLLOWING THE
EFFECTIVE DATE OF A REGISTRATION STATEMENT.
(P)
THE COMPANY SHALL OTHERWISE USE ITS BEST EFFORTS TO COMPLY WITH ALL
APPLICABLE RULES AND REGULATIONS OF THE SEC IN CONNECTION WITH ANY REGISTRATION
HEREUNDER.
(Q)
WITHIN TWO (2) BUSINESS DAYS