THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT, AND
(II)
A "COMFORT" LETTER SIGNED BY THE INDEPENDENT PUBLIC ACCOUNTANTS WHO HAVE
CERTIFIED THE COMPANY'S FINANCIAL STATEMENTS INCLUDED IN THE REGISTRATION
STATEMENT, SUBJECT TO THE PURCHASERS HAVING EXECUTED AND DELIVERED TO THE
INDEPENDENT PUBLIC
14
ACCOUNTANTS SUCH CERTIFICATES AND DOCUMENTS AS SUCH ACCOUNTANTS SHALL REASONABLY
REQUEST, AND PROVIDED THAT SUCH ACCOUNTANTS SHALL BE PERMITTED BY THE STANDARDS
APPLICABLE TO CERTIFIED PUBLIC ACCOUNTANTS TO DELIVER A "COMFORT" LETTER TO THE
PURCHASERS
in each case, covering substantially the same matters with respect to the
Registration Statement (and the prospectus included therein) and, in the case of
such accountants' letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer's counsel
and in accountants' letters delivered to the underwriters in underwritten public
offerings of securities.
(D)
IN CONNECTION WITH AN UNDERWRITTEN OFFERING, THE COMPANY AGREES TO
USE ITS REASONABLE BEST EFFORTS TO CAUSE ITS OFFICERS AND OTHER EMPLOYEES TO
PARTICIPATE IN ANY "ROAD SHOWS," AS THE MANAGING UNDERWRITER MAY REASONABLY
REQUEST.
8.
ADDITIONAL DIVIDENDS UNDER CERTAIN CIRCUMSTANCES.
(A)
ADDITIONAL DIVIDENDS (AS DEFINED BELOW) SHALL BE PAYABLE AS FOLLOWS, IF ANY OF
THE FOLLOWING EVENTS OCCUR (EACH SUCH EVENT IN CLAUSES (I) THROUGH (III) BELOW,
A "REGISTRATION DEFAULT"):
(I)
IF A SHELF REGISTRATION STATEMENT HAS NOT BEEN FILED WITH THE COMMISSION
ON OR PRIOR TO THE FILING DEADLINE;
(II)
IF THE SHELF REGISTRATION STATEMENT HAS NOT BEEN DECLARED EFFECTIVE BY
THE COMMISSION ON OR PRIOR TO THE EFFECTIVENESS DEADLINE;
(III)
IF (A) AFTER THE SHELF REGISTRATION STATEMENT IS DECLARED EFFECTIVE, SUCH
SHELF REGISTRATION STATEMENT CEASES TO BE EFFECTIVE PRIOR TO THE END OF THE
SHELF REGISTRATION PERIOD OR (B) SUCH SHELF REGISTRATION STATEMENT OR THE
RELATED PROSPECTUS CEASES TO BE USABLE (INCLUDING IF THE USE OF SUCH PROSPECTUS
IS SUSPENDED BY THE COMPANY AS SET FORTH IN SECTION 2(B) HEREOF), IN THE CASE OF
BOTH (A) AND (B) IN THE AGGREGATE, FOR MORE THAN 30 DAYS IN ANY THREE-MONTH
PERIOD OR AN AGGREGATE OF 120 DAYS IN ANY 12-MONTH PERIOD, IN CONNECTION WITH
RESALES OF REGISTRABLE SECURITIES COVERED BY SUCH SHELF REGISTRATION STATEMENT
PRIOR TO THE END OF THE SHELF REGISTRATION PERIOD.
Each of the foregoing will constitute a Registration Default whatever the reason
for any such event and whether it is voluntary or involuntary or is beyond the
control of the Company or pursuant to operation of law or as a result of any
action or inaction by the Commission.
Additional Dividends, as calculated pursuant to Section 8(c) below, shall accrue
with respect to the Securities from and including the date on which any such
Registration Default shall occur to and including the date on which all such
Registration Defaults have been cured or have ceased at a rate of 0.50% per
annum (the "Additional Dividends").
The Additional Dividends attributable to
any Registration Default shall cease to accrue from the earlier of (i) the date
on which such Registration Default is cured and (ii)