OF THE REGISTRABLE SECURITIES COVERED BY THE REGISTRATION
STATEMENT; PROVIDED, THAT THE COMPANY SHALL NOT BE REQUIRED TO QUALIFY GENERALLY
TO DO BUSINESS IN ANY JURISDICTION WHERE IT IS NOT THEN SO QUALIFIED, SUBJECT
THE COMPANY TO ANY MATERIAL TAX IN ANY SUCH JURISDICTION WHERE IT IS NOT THEN SO
SUBJECT OR FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH
JURISDICTION.
(H)
IF REQUESTED BY THE HOLDERS, COOPERATE WITH THE HOLDERS TO
FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING
REGISTRABLE SECURITIES TO BE DELIVERED TO A TRANSFEREE PURSUANT TO THE
REGISTRATION STATEMENT, WHICH CERTIFICATES SHALL BE FREE, TO THE EXTENT
PERMITTED BY THE PURCHASE AGREEMENT, OF ALL RESTRICTIVE LEGENDS, AND TO ENABLE
SUCH REGISTRABLE SECURITIES TO BE IN SUCH DENOMINATIONS AND REGISTERED IN SUCH
NAMES AS ANY SUCH HOLDERS MAY REQUEST.
(I)
UPON THE OCCURRENCE OF ANY EVENT CONTEMPLATED BY SECTION 3(C)(V),
AS PROMPTLY AS REASONABLY POSSIBLE, PREPARE A SUPPLEMENT OR AMENDMENT, INCLUDING
A POST-EFFECTIVE AMENDMENT, TO THE REGISTRATION STATEMENT OR A SUPPLEMENT TO THE
RELATED PROSPECTUS OR ANY DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED
THEREIN BY REFERENCE, AND FILE ANY OTHER REQUIRED DOCUMENT SO THAT, AS
THEREAFTER DELIVERED, NEITHER THE REGISTRATION STATEMENT NOR SUCH PROSPECTUS
WILL CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN,
IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(J)
USE COMMERCIALLY REASONABLE EFFORTS TO MAKE AVAILABLE TO ITS
SECURITY HOLDERS NO LATER THAN THE AVAILABILITY DATE (AS DEFINED BELOW), AN
EARNING STATEMENT COVERING A PERIOD OF AT LEAST TWELVE (12) MONTHS, BEGINNING
AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT, WHICH EARNINGS STATEMENT
SHALL SATISFY THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT, INCLUDING
RULE 158 PROMULGATED THEREUNDER. FOR THE PURPOSE OF THIS SUBSECTION,
"AVAILABILITY DATE" SHALL MEAN THE 45TH DAY FOLLOWING THE END OF THE FOURTH
FISCAL QUARTER AFTER THE FISCAL QUARTER THAT INCLUDES THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT, EXCEPT THAT, IF SUCH FOURTH FISCAL QUARTER IS THE LAST
QUARTER OF THE COMPANY'S FISCAL YEAR, "AVAILABILITY DATE" MEANS THE 90TH DAY
AFTER THE END OF SUCH FOURTH FISCAL QUARTER.
(K)
COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE COMMISSION
AND USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE ALL REGISTRABLE SECURITIES
TO BE LISTED FOR TRADING ON A TRADING MARKET.
6
(L)
IF REQUESTED BY HOLDERS, IN THE EVENT OF AN UNDERWRITTEN OFFERING
OF THE REGISTRABLE SECURITIES BY THE HOLDERS, FURNISH ON THE DATE THAT
REGISTRABLE SECURITIES ARE DELIVERED TO THE UNDERWRITERS FOR SALE PURSUANT TO
ANY SUCH REGISTRATION (I) AN OPINION DATED SUCH DATE OF COUNSEL REPRESENTING THE
COMPANY FOR THE PURPOSES OF SUCH REGISTRATION, ADDRESSED TO THE UNDERWRITERS TO
SUCH EFFECTS AS REASONABLY MAY BE REQUESTED BY COUNSEL FOR THE UNDERWRITERS AND
EXECUTED COUNTERPARTS OF SUCH OPINION ADDRESSED TO THE SELLERS OF REGISTRABLE
SECURITIES TO THE SAME EFFECT AS REQUESTED BY COUNSEL FOR THE UNDERWRITERS AND
(II) A LETTER