(VI)
CAUSE ALL SUCH REGISTRABLE SECURITIES TO BE
LISTED ON EACH SECURITIES EXCHANGE ON WHICH SIMILAR SECURITIES ISSUED BY THE
COMPANY ARE THEN LISTED AND, IF NOT SO LISTED, TO BE LISTED ON THE NEW YORK
STOCK EXCHANGE OR THE NASDAQ NATIONAL MARKET ("NASDAQ MARKET") AND, IF LISTED ON
THE NASDAQ MARKET, USE ITS BEST EFFORTS TO SECURE DESIGNATION OF ALL SUCH
REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT AS A NASDAQ
"NATIONAL MARKET SYSTEM SECURITY" WITHIN THE MEANING OF RULE 1LAA2-1 OF THE SEC
OR, FAILING THAT, TO SECURE NASDAQ MARKET AUTHORIZATION FOR SUCH REGISTRABLE
SECURITIES AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO ARRANGE FOR
AT LEAST TWO MARKET MAKERS TO REGISTER AS SUCH WITH RESPECT TO SUCH REGISTRABLE
SECURITIES WITH THE NATIONAL ASSOCIATION OF SECURITIES DEALERS;
(VII)
PROVIDE A TRANSFER AGENT AND REGISTRAR FOR ALL
SUCH REGISTRABLE SECURITIES NOT LATER THAN THE EFFECTIVE DATE OF SUCH
REGISTRATION STATEMENT;
(VIII)
ENTER INTO SUCH CUSTOMARY AGREEMENTS (INCLUDING
UNDERWRITING AGREEMENTS IN CUSTOMARY FORM) AND TAKE ALL SUCH OTHER ACTIONS AS
THE HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES BEING SOLD OR THE
UNDERWRITERS, IF ANY, REASONABLY REQUEST IN ORDER TO EXPEDITE OR FACILITATE THE
DISPOSITION OF SUCH REGISTRABLE SECURITIES (INCLUDING, WITHOUT LIMITATION,
EFFECTING A STOCK SPLIT OR A COMBINATION OF SHARES);
(IX)
MAKE AVAILABLE FOR INSPECTION BY ANY SELLER
OF REGISTRABLE SECURITIES, ANY UNDERWRITER PARTICIPATING IN ANY DISPOSITION
PURSUANT TO SUCH REGISTRATION STATEMENT AND ANY ATTORNEY, ACCOUNTANT OR OTHER
AGENT RETAINED BY ANY SUCH SELLER OR UNDERWRITER, ALL FINANCIAL AND OTHER
RECORDS, PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY, AND CAUSE
THE COMPANY'S OFFICERS, DIRECTORS, EMPLOYEES AND INDEPENDENT ACCOUNTANTS TO
SUPPLY ALL INFORMATION REASONABLY REQUESTED BY ANY SUCH SELLER, UNDERWRITER,
ATTORNEY, ACCOUNTANT OR AGENT IN CONNECTION WITH SUCH REGISTRATION STATEMENT;
(X)
OTHERWISE USE ITS BEST EFFORTS TO COMPLY
WITH ALL APPLICABLE RULES AND REGULATIONS OF THE SEC, AND MAKE AVAILABLE TO ITS
SECURITY HOLDERS, AS SOON AS REASONABLY
45
PRACTICABLE, AN EARNINGS STATEMENT COVERING THE PERIOD OF AT LEAST TWELVE MONTHS
BEGINNING WITH THE FIRST DAY OF THE COMPANY'S FIRST FULL CALENDAR QUARTER AFTER
THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT, WHICH EARNING STATEMENT SHALL
SATISFY THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT AND RULE 158
PROMULGATED THEREUNDER;
(XI)
PERMIT ANY HOLDER OF REGISTRABLE SECURITIES
WHICH HOLDER, IN ITS SOLE AND EXCLUSIVE JUDGMENT, MIGHT BE DEEMED TO BE AN
UNDERWRITER OR A CONTROLLING PERSON OF THE COMPANY, TO PARTICIPATE IN THE
PREPARATION OF SUCH REGISTRATION OR COMPARABLE STATEMENT AND TO REQUIRE THE
INSERTION THEREIN OF MATERIAL, FURNISHED TO THE COMPANY IN WRITING, WHICH IN THE
REASONABLE JUDGMENT OF SUCH HOLDER AND ITS COUNSEL SHOULD BE INCLUDED;
(XII)
IN THE EVENT OF THE ISSUANCE OF ANY STOP ORDER
SUSPENDING THE EFFECTIVENESS OF A REGISTRATION STATEMENT, OR OF ANY ORDER
SUSPENDING OR PREVENTING THE USE OF ANY RELATED PROSPECTUS OR SUSPENDING THE
QUALIFICATION OF ANY COMMON STOCK INCLUDED IN SUCH REGISTRATION STATEMENT FOR
SALE IN ANY JURISDICTION, THE COMPANY WILL USE ITS REASONABLE BEST EFFORTS
PROMPTLY