ITS SUBSIDIARIES, AND CAUSE THE OFFICERS,
DIRECTORS AND EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES TO SUPPLY ALL
INFORMATION REASONABLY REQUESTED BY ANY SUCH REPRESENTATIVE, UNDERWRITER,
ATTORNEY OR ACCOUNTANT IN CONNECTION WITH SUCH REGISTRATION STATEMENT; PROVIDED,
HOWEVER, THAT ANY RECORDS, INFORMATION OR DOCUMENTS THAT ARE DESIGNATED BY THE
COMPANY IN WRITING AS CONFIDENTIAL AT THE TIME OF DELIVERY OF SUCH RECORDS,
INFORMATION OR DOCUMENTS WILL BE KEPT CONFIDENTIAL BY SUCH PERSONS UNLESS (I)
SUCH RECORDS, INFORMATION OR DOCUMENTS ARE IN THE PUBLIC DOMAIN OR OTHERWISE
PUBLICLY AVAILABLE, (II) DISCLOSURE OF SUCH RECORDS, INFORMATION OR DOCUMENTS IS
REQUIRED BY COURT OR ADMINISTRATIVE ORDER; PROVIDED, THAT SUCH HOLDER NOTIFIES
THE COMPANY OF ANY SUCH REQUIREMENT AND COOPERATES WITH THE COMPANY IN SEEKING A
PROTECTIVE OR RESTRAINING ORDER LIMITING SUCH DISCLOSURE, OR (III) DISCLOSURE OF
SUCH RECORDS, INFORMATION OR DOCUMENTS, IN THE REASONABLE OPINION OF COUNSEL TO
SUCH PERSON, AFTER CONSULTATION WITH THE COMPANY, IS OTHERWISE REQUIRED BY LAW
(INCLUDING, WITHOUT LIMITATION, PURSUANT TO THE REQUIREMENTS OF THE SECURITIES
ACT).
(N)
USE ITS REASONABLE BEST EFFORTS TO COMPLY WITH ALL
APPLICABLE RULES AND REGULATIONS OF THE SEC AND MAKE GENERALLY AVAILABLE TO ITS
SECURITY HOLDERS EARNINGS STATEMENTS SATISFYING THE PROVISIONS OF SECTION 11(A)
OF THE SECURITIES ACT AND RULE 158 THEREUNDER (OR ANY SIMILAR RULE PROMULGATED
UNDER THE SECURITIES ACT) NO LATER THAN 45 CALENDAR DAYS AFTER THE END OF ANY
12-MONTH PERIOD (OR 90 CALENDAR DAYS AFTER THE END OF ANY 12-MONTH PERIOD IF
SUCH PERIOD IS A FISCAL YEAR) (I) COMMENCING AT THE END OF ANY FISCAL QUARTER IN
WHICH REGISTRABLE SECURITIES ARE SOLD TO UNDERWRITERS IN A FIRM COMMITMENT OR
BEST EFFORTS UNDERWRITTEN OFFERING, OR (II) IF NOT SOLD TO UNDERWRITERS IN SUCH
AN OFFERING, COMMENCING ON THE FIRST DAY OF THE FIRST FISCAL QUARTER OF THE
COMPANY, AFTER THE EFFECTIVE DATE OF A REGISTRATION STATEMENT, WHICH STATEMENTS
SHALL COVER SUCH 12-MONTH PERIOD.
SECTION 5.
CERTAIN COVENANTS.
THE COMPANY'S REGISTRATION OBLIGATIONS
TO A HOLDER SHALL BE CONDITIONED UPON COMPLIANCE WITH THE FOLLOWING:
(A)
SUCH HOLDER SHALL COOPERATE WITH THE COMPANY IN CONNECTION
WITH THE PREPARATION OF THE REGISTRATION STATEMENT, AND SUCH HOLDER WILL PROVIDE
TO THE COMPANY, IN WRITING, FOR USE IN THE REGISTRATION STATEMENT, ALL
INFORMATION REGARDING SUCH HOLDER AND SUCH OTHER INFORMATION AS MAY BE NECESSARY
TO ENABLE THE COMPANY TO PREPARE THE REGISTRATION
9
Statement and Prospectus covering the Registrable Securities and to maintain the
currency and effectiveness thereof;
(B)
SUCH HOLDER SHALL ENTER INTO SUCH AGREEMENTS WITH THE
COMPANY AND ANY UNDERWRITER, BROKER-DEALER OR SIMILAR SECURITIES INDUSTRY
PROFESSIONAL CONTAINING REPRESENTATIONS, WARRANTIES, INDEMNITIES AND AGREEMENTS
AS ARE IN EACH CASE CUSTOMARILY ENTERED INTO AND MADE BY SELLING STOCKHOLDERS,
AND WILL CAUSE ITS COUNSEL TO GIVE ANY LEGAL OPINIONS CUSTOMARILY GIVEN, IN
SECONDARY DISTRIBUTIONS UNDER SIMILAR CIRCUMSTANCES;
(C)
DURING SUCH TIME AS SUCH HOLDER MAY BE ENGAGED IN A
DISTRIBUTION OF THE REGISTRABLE SECURITIES, SUCH HOLDER WILL USE ITS BEST
EFFORTS TO COMPLY WITH ALL LAWS APPLICABLE TO SUCH DISTRIBUTION, INCLUDING, BUT
NOT LIMITED TO REGULATION M