MORE THAN EIGHTEEN MONTHS) AFTER THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT, AN EARNINGS STATEMENT WHICH SHALL SATISFY
THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER;
(VIII)
(A) USE ITS BEST EFFORTS TO LIST SUCH REGISTRABLE SECURITIES ON
ANY SECURITIES EXCHANGE ON WHICH THE COMMON STOCK IS THEN LISTED IF SUCH
REGISTRABLE SECURITIES ARE NOT ALREADY SO LISTED AND IF SUCH LISTING IS THEN
PERMITTED UNDER THE RULES OF SUCH EXCHANGE; AND (B) USE ITS BEST EFFORTS TO
PROVIDE A TRANSFER AGENT AND REGISTRAR FOR SUCH REGISTRABLE SECURITIES COVERED
BY SUCH REGISTRATION STATEMENT NOT LATER THAN THE EFFECTIVE DATE OF SUCH
REGISTRATION STATEMENT;
(IX)
ENTER INTO SUCH CUSTOMARY AGREEMENTS (INCLUDING AN UNDERWRITING
AGREEMENT IN CUSTOMARY FORM), WHICH MAY INCLUDE INDEMNIFICATION PROVISIONS IN
FAVOR OF UNDERWRITERS AND OTHER PERSONS IN ADDITION TO, OR IN SUBSTITUTION FOR
THE PROVISIONS OF SECTION 5 HEREOF, AND TAKE SUCH OTHER ACTIONS AS SELLERS OF A
MAJORITY OF SHARES OF SUCH REGISTRABLE SECURITIES OR THE UNDERWRITERS, IF ANY,
REASONABLY REQUEST IN ORDER TO EXPEDITE OR FACILITATE THE DISPOSITION OF SUCH
REGISTRABLE SECURITIES;
(X)
OBTAIN A "COLD COMFORT" LETTER OR LETTERS FROM THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTS IN CUSTOMARY FORM AND COVERING MATTERS OF THE TYPE
CUSTOMARILY COVERED BY "COLD COMFORT" LETTERS AS THE SELLER OR SELLERS OF A
MAJORITY OF SHARES OF SUCH REGISTRABLE SECURITIES SHALL REASONABLY REQUEST;
(XI)
MAKE AVAILABLE FOR INSPECTION BY ANY SELLER OF SUCH REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT, BY ANY UNDERWRITER
PARTICIPATING IN ANY DISPOSITION TO BE EFFECTED PURSUANT TO SUCH REGISTRATION
STATEMENT AND BY ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY ANY SUCH
SELLER OR ANY SUCH UNDERWRITER, ALL PERTINENT FINANCIAL AND OTHER RECORDS,
PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE
8
COMPANY, AND CAUSE ALL OF THE COMPANY'S OFFICERS, DIRECTORS AND EMPLOYEES TO
SUPPLY ALL INFORMATION REASONABLY REQUESTED BY ANY SUCH SELLER, UNDERWRITER,
ATTORNEY, ACCOUNTANT OR AGENT IN CONNECTION WITH SUCH REGISTRATION STATEMENT;
(XII)
NOTIFY COUNSEL (SELECTED PURSUANT TO SECTION 7 HEREOF) FOR THE
HOLDERS OF REGISTRABLE SECURITIES INCLUDED IN SUCH REGISTRATION STATEMENT AND
THE MANAGING UNDERWRITER OR AGENT, IMMEDIATELY, AND CONFIRM THE NOTICE IN
WRITING (A) WHEN THE REGISTRATION STATEMENT, OR ANY POST-EFFECTIVE AMENDMENT TO
THE REGISTRATION STATEMENT, SHALL HAVE BECOME EFFECTIVE, OR ANY SUPPLEMENT TO
THE PROSPECTUS OR ANY AMENDMENT PROSPECTUS SHALL HAVE BEEN FILED, (B) OF THE
RECEIPT OF ANY COMMENTS FROM THE SEC, (C) OF ANY REQUEST OF THE SEC TO AMEND THE
REGISTRATION STATEMENT OR AMEND OR SUPPLEMENT THE PROSPECTUS OR FOR ADDITIONAL
INFORMATION, AND (D) OF THE ISSUANCE BY THE SEC OF ANY STOP ORDER SUSPENDING THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT OR OF ANY ORDER PREVENTING OR
SUSPENDING THE USE OF ANY PRELIMINARY PROSPECTUS, OR OF THE SUSPENSION OF THE
QUALIFICATION OF THE REGISTRATION STATEMENT FOR OFFERING OR SALE IN ANY
JURISDICTION, OR OF THE INSTITUTION OR THREATENING OF ANY PROCEEDINGS FOR ANY OF
SUCH PURPOSES;
(XIII)
MAKE EVERY REASONABLE EFFORT TO PREVENT THE ISSUANCE OF ANY STOP
ORDER SUSPENDING