THAT THE APPLICABLE LISTING REQUIREMENTS ARE SATISFIED,
AND (II) PROVIDE A TRANSFER AGENT AND REGISTRAR FOR SUCH REGISTRABLE SECURITIES
COVERED BY SUCH REGISTRATION STATEMENT NO LATER THAN THE EFFECTIVE DATE OF SUCH
REGISTRATION STATEMENT.
THE COMPANY SHALL BEAR THE COST OF ALL REASONABLE
EXPENSES ASSOCIATED WITH ANY LISTING.
A COPY OF ANY OPINION OF COUNSEL
ACCOMPANYING A LISTING APPLICATION BY THE COMPANY WITH RESPECT TO SUCH
REGISTRABLE SECURITIES SHALL BE FURNISHED TO THE SELLING HOLDER OR HOLDERS.
(M)
MAKE REASONABLY AVAILABLE SENIOR EXECUTIVES OF THE COMPANY TO PARTICIPATE
IN "ROAD SHOW" AND OTHER MARKETING PRESENTATIONS FROM TIME TO TIME AS REASONABLY
REQUESTED BY THE MANAGING UNDERWRITER(S).
SECTION 4.05.
SUSPENSION OF SALES.
DURING ANY SCHEDULED BLACK-OUT PERIOD AND
UPON RECEIPT OF WRITTEN NOTICE FROM THE COMPANY THAT A REGISTRATION STATEMENT,
PROSPECTUS OR PROSPECTUS SUPPLEMENT CONTAINS OR MAY CONTAIN AN UNTRUE STATEMENT
OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, OR THAT
CIRCUMSTANCES EXIST THAT MAKE THE USE OF SUCH REGISTRATION STATEMENT, PROSPECTUS
OR PROSPECTUS SUPPLEMENT INADVISABLE, THE SELLING HOLDER OR HOLDERS SHALL
FORTHWITH DISCONTINUE DISPOSITION OF REGISTRABLE SECURITIES UNTIL TERMINATION OF
SUCH SCHEDULED BLACK-OUT PERIOD OR UNTIL THE SELLING HOLDER OR HOLDERS HAVE
RECEIVED COPIES OF A SUPPLEMENTED OR AMENDED PROSPECTUS OR PROSPECTUS
SUPPLEMENT, OR UNTIL THE SELLING HOLDER OR HOLDERS ARE ADVISED IN WRITING BY THE
COMPANY THAT THE USE OF THE PROSPECTUS AND, IF APPLICABLE, PROSPECTUS SUPPLEMENT
MAY BE RESUMED.
IF SO DIRECTED BY THE COMPANY, THE SELLING HOLDER OR HOLDERS
SHALL DELIVER TO THE COMPANY (AT THE COMPANY'S EXPENSE) ALL COPIES, OTHER THAN
PERMANENT FILE COPIES THEN IN THE SELLING HOLDER'S OR HOLDERS' POSSESSION, OF
THE PROSPECTUS AND, IF APPLICABLE, PROSPECTUS SUPPLEMENT COVERING SUCH
REGISTRABLE SECURITIES CURRENT AT THE TIME OF RECEIPT OF SUCH SUSPENSION
NOTICE.
THE TOTAL NUMBER OF DAYS THAT ANY SUCH SUSPENSION MAY BE IN EFFECT IN
ANY 180-DAY PERIOD SHALL NOT EXCEED 60 DAYS.
SECTION 4.06.
FURNISHING INFORMATION.
IT SHALL BE A CONDITION PRECEDENT TO THE
OBLIGATIONS OF THE COMPANY TO TAKE ANY ACTION PURSUANT TO SECTION 4.04 THAT THE
SELLING HOLDER OR HOLDERS AND THE UNDERWRITER(S), IF ANY, SHALL FURNISH TO THE
COMPANY SUCH INFORMATION REGARDING THEMSELVES, THE REGISTRABLE SECURITIES HELD
BY THEM AND THE
19
INTENDED METHOD OF DISPOSITION OF SUCH SECURITIES AS SHALL BE REQUIRED TO EFFECT
THE REGISTERED OFFERING OF THEIR REGISTRABLE SECURITIES.
SECTION 4.07.
INDEMNIFICATION.
(A)
IN CONNECTION WITH EACH REGISTRATION
PURSUANT TO ARTICLE IV, THE COMPANY AGREES TO INDEMNIFY AND HOLD HARMLESS EACH
SELLING HOLDER, AND EACH PERSON, IF ANY, WHO CONTROLS ANY SELLING HOLDER WITHIN
THE MEANING OF SECTION 15 OF THE SECURITIES ACT, AS FOLLOWS:
(I) AGAINST ANY AND ALL LOSS, LIABILITY, CLAIM, DAMAGE AND EXPENSE WHATSOEVER,
AS INCURRED, ARISING OUT OF AN UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A
MATERIAL FACT CONTAINED IN THE REGISTRATION STATEMENT (OR ANY AMENDMENT
THERETO), OR THE OMISSION OR ALLEGED OMISSION THEREFROM OF A MATERIAL FACT
REQUIRED TO BE STATED THEREIN