AND ANY AFFILIATE THEREOF, AND, IF REQUIRED BY THE
COMMISSION, THE NATURAL PERSONS THEREOF THAT HAVE VOTING AND DISPOSITIVE CONTROL
OVER THE SHARES.
(K)
IF ANY HOLDER REASONABLY REQUESTS, THE COMPANY SHALL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN AN OPINION FROM THE COMPANY'S COUNSEL
AND A "COMFORT" LETTER FROM THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS IN
CUSTOMARY FORM AND COVERING SUCH MATTERS AS ARE CUSTOMARILY COVERED BY SUCH
OPINIONS AND "COMFORT" LETTERS DELIVERED TO UNDERWRITERS IN UNDERWRITTEN PUBLIC
OFFERINGS, WHICH OPINION AND LETTER SHALL BE REASONABLY SATISFACTORY TO THE
UNDERWRITER, IF ANY, AND FURNISH, ON THE DATE OF THE EFFECTIVENESS OF THE
REGISTRATION STATEMENT AND THEREAFTER FROM TIME TO TIME ON SUCH DATES AS A
HOLDER MAY REASONABLY REQUEST, TO EACH HOLDER PARTICIPATING IN THE OFFERING AND
TO EACH UNDERWRITER, IF ANY, A COPY OF SUCH OPINION AND LETTER ADDRESSED TO SUCH
HOLDER OR UNDERWRITER.
(L)
IF ANY HOLDER REASONABLY REQUESTS, THE COMPANY SHALL PROMPTLY MAKE
AVAILABLE FOR INSPECTION BY (I) SUCH HOLDER, (II) ITS LEGAL COUNSEL AND
(III) ONE FIRM OF ACCOUNTANTS OR OTHER AGENTS RETAINED BY THE HOLDERS
(COLLECTIVELY, THE "INSPECTORS"), ALL PERTINENT FINANCIAL AND OTHER RECORDS, AND
PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY, AS SHALL BE
REASONABLY DEEMED NECESSARY BY EACH INSPECTOR, AND CAUSE THE COMPANY'S OFFICERS,
DIRECTORS AND EMPLOYEES TO SUPPLY ALL INFORMATION WHICH ANY INSPECTOR MAY
REASONABLY REQUEST; PROVIDED, HOWEVER, THAT IF ANY SUCH INFORMATION IS
DESIGNATED BY THE COMPANY AS BEING CONFIDENTIAL, UPON REQUEST BY THE COMPANY,
SUCH HOLDER SHALL ENTER INTO A CUSTOMARY CONFIDENTIALITY AGREEMENT WITH RESPECT
TO SUCH INFORMATION.
EACH HOLDER AGREES THAT ANY NON-PUBLIC INFORMATION
OBTAINED BY IT AS A RESULT OF SUCH INSPECTIONS SHALL BE DEEMED CONFIDENTIAL AND
ACKNOWLEDGES ITS OBLIGATIONS
8
UNDER THE FEDERAL SECURITIES LAWS NOT TO TRADE ANY SECURITIES OF THE COMPANY ON
THE BASIS OF MATERIAL NON-PUBLIC INFORMATION. IN ADDITION, THE COMPANY SHALL NOT
BE OBLIGATED UNDER THIS SECTION TO DISCLOSE ANY INFORMATION THAT IS SUBJECT TO A
CONFIDENTIALITY AGREEMENT BETWEEN THE COMPANY AND ANY THIRD PARTY, PROVIDED THAT
THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO SEEK THE
APPROPRIATE THIRD PARTY CONSENT TO SUCH DISCLOSURE TO THE INSPECTORS AND, IN
CONNECTION WITH AN UNDERWRITTEN OFFERING, THE COMPANY SHALL PROVIDE ANY SUCH
INFORMATION TO THE UNDERWRITER OF SUCH OFFERING AND ITS LEGAL COUNSEL, PURSUANT
TO CUSTOMARY DUE DILIGENCE PROCEDURES FOR UNDERWRITTEN SECURITIES OFFERINGS.
NOTHING HEREIN (OR IN ANY OTHER CONFIDENTIALITY AGREEMENT BETWEEN THE COMPANY
AND ANY HOLDER) SHALL BE DEEMED TO LIMIT THE HOLDERS' ABILITY TO SELL
REGISTRABLE SECURITIES IN A MANNER WHICH IS OTHERWISE CONSISTENT WITH APPLICABLE
LAWS AND REGULATIONS.
(M)
THE COMPANY SHALL HOLD IN CONFIDENCE AND NOT MAKE ANY DISCLOSURE OF
INFORMATION CONCERNING A HOLDER PROVIDED TO THE COMPANY UNLESS (I) DISCLOSURE OF
SUCH INFORMATION IS NECESSARY TO COMPLY WITH FEDERAL OR STATE SECURITIES LAWS,
(II) THE DISCLOSURE OF SUCH INFORMATION IS NECESSARY TO AVOID OR CORRECT A
MISSTATEMENT OR OMISSION IN ANY REGISTRATION STATEMENT, (III) THE RELEASE OF
SUCH INFORMATION IS ORDERED PURSUANT TO A SUBPOENA OR OTHER