REPRESENTING REGISTRABLE SECURITIES
SOLD OR TO BE SOLD PURSUANT TO A REGISTRATION STATEMENT, WHICH CERTIFICATES
SHALL NOT BEAR ANY RESTRICTIVE LEGENDS, OTHER THAN THOSE LEGENDS REQUIRED BY THE
CERTIFICATE OF INCORPORATION, AND CAUSE SUCH REGISTRABLE SECURITIES TO BE IN
SUCH DENOMINATIONS AS ARE PERMITTED BY THE INDENTURE AND REGISTERED IN SUCH
NAMES AS SUCH NOTICE HOLDER MAY REQUEST IN WRITING AT LEAST TWO (2) BUSINESS
DAYS PRIOR TO ANY SALE OF SUCH REGISTRABLE SECURITIES.
(L)
PROVIDE A CUSIP NUMBER FOR ALL REGISTRABLE SECURITIES COVERED BY
EACH REGISTRATION STATEMENT NOT LATER THAN THE EFFECTIVE DATE OF SUCH
REGISTRATION STATEMENT AND PROVIDE THE TRUSTEE AND THE TRANSFER AGENT FOR THE
COMMON STOCK WITH PRINTED
13
CERTIFICATES FOR THE REGISTRABLE SECURITIES THAT ARE IN A FORM ELIGIBLE FOR
DEPOSIT WITH THE DEPOSITORY TRUST COMPANY.
(M)
COOPERATE AND ASSIST IN ANY FILINGS REQUIRED TO BE MADE WITH THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
(N)
IN THE CASE OF A SHELF REGISTRATION STATEMENT INVOLVING AN
UNDERWRITTEN OFFERING, THE COMPANY SHALL ENTER INTO SUCH CUSTOMARY AGREEMENTS
(INCLUDING, IF REQUESTED, AN UNDERWRITING AGREEMENT IN CUSTOMARY FORM) AND TAKE
ALL SUCH OTHER ACTION, IF ANY, AS HOLDERS OF A MAJORITY OF THE REGISTRABLE
SECURITIES BEING SOLD OR ANY MANAGING UNDERWRITERS SHALL REASONABLY REQUEST IN
ORDER TO FACILITATE ANY DISPOSITION OF SECURITIES AND UNDERLYING SECURITIES
PURSUANT TO SUCH SHELF REGISTRATION STATEMENT, INCLUDING, WITHOUT LIMITATION,
(I) USING ITS REASONABLE EFFORTS TO CAUSE ITS COUNSEL TO DELIVER AN OPINION OR
OPINIONS IN CUSTOMARY FORM, (II) USING ITS REASONABLE EFFORTS TO CAUSE ITS
OFFICERS TO EXECUTE AND DELIVER ALL CUSTOMARY DOCUMENTS AND CERTIFICATES AND
(III) USING ITS REASONABLE EFFORTS TO CAUSE ITS INDEPENDENT PUBLIC ACCOUNTANTS
TO PROVIDE A COMFORT LETTER OR LETTERS IN CUSTOMARY FORM.
(O)
UPON (I) THE FILING OF THE INITIAL SHELF REGISTRATION STATEMENT
AND (II) THE EFFECTIVENESS OF THE INITIAL SHELF REGISTRATION STATEMENT, ANNOUNCE
THE SAME, IN EACH CASE BY RELEASE TO REUTERS ECONOMIC SERVICES AND BLOOMBERG
BUSINESS NEWS.
SECTION 4.
HOLDER'S OBLIGATIONS.
EACH HOLDER AGREES, BY ACQUISITION
OF THE REGISTRABLE SECURITIES, THAT NO HOLDER SHALL BE ENTITLED TO SELL ANY OF
SUCH REGISTRABLE SECURITIES PURSUANT TO A REGISTRATION STATEMENT OR TO RECEIVE A
PROSPECTUS RELATING THERETO, UNLESS SUCH HOLDER HAS FURNISHED THE COMPANY WITH A
NOTICE AND QUESTIONNAIRE AS REQUIRED PURSUANT TO SECTION 2(D) HEREOF (INCLUDING
THE INFORMATION REQUIRED TO BE INCLUDED IN SUCH NOTICE AND QUESTIONNAIRE) AND
THE INFORMATION SET FORTH IN THE NEXT SENTENCE.
EACH NOTICE HOLDER AGREES
PROMPTLY TO FURNISH TO THE COMPANY ALL INFORMATION REQUIRED TO BE DISCLOSED IN
ORDER TO MAKE THE INFORMATION PREVIOUSLY FURNISHED TO THE COMPANY BY SUCH NOTICE
HOLDER NOT MISLEADING AND ANY OTHER INFORMATION REGARDING SUCH NOTICE HOLDER AND
THE DISTRIBUTION OF SUCH REGISTRABLE SECURITIES AS THE COMPANY MAY FROM TIME TO
TIME REASONABLY REQUEST.
ANY SALE OF ANY REGISTRABLE SECURITIES BY ANY HOLDER
SHALL CONSTITUTE A REPRESENTATION AND WARRANTY BY SUCH HOLDER THAT THE
INFORMATION RELATING TO SUCH HOLDER AND ITS PLAN OF DISTRIBUTION IS AS SET FORTH
IN THE PROSPECTUS DELIVERED BY SUCH HOLDER IN