OR (3) FILE A GENERAL CONSENT TO SERVICE OF
PROCESS IN ANY SUCH JURISDICTION;
(IX)
COOPERATE WITH THE SELLING HOLDERS OF
REGISTRABLE SECURITIES TO FACILITATE THE TIMELY PREPARATION OF, AND FURNISH THE
SELLING HOLDERS OR THE MANAGING UNDERWRITERS, AT THE COMPANY'S EXPENSE,
CERTIFICATES REPRESENTING REGISTRABLE SECURITIES TO BE SOLD AND NOT BEARING ANY
RESTRICTIVE LEGENDS; AND ENABLE SUCH REGISTRABLE SECURITIES TO BE IN SUCH
DENOMINATIONS AND REGISTERED IN SUCH NAMES AS THE SELLING HOLDERS OR MANAGING
UNDERWRITERS, IF ANY, MAY REASONABLY REQUEST AT LEAST TWO BUSINESS DAYS PRIOR TO
ANY SALE OF REGISTRABLE SECURITIES TO ANY UNDERWRITERS AND INSTRUCT THE TRANSFER
AGENT AND REGISTRAR OF THE REGISTRABLE SECURITIES TO RELEASE ANY STOP TRANSFER
ORDERS WITH RESPECT TO THE REGISTRABLE SECURITIES;
(X)
CAUSE ALL REGISTRABLE SECURITIES COVERED
BY THE REGISTRATION STATEMENT TO BE LISTED ON EACH SECURITIES EXCHANGE (OR
QUOTATION SYSTEM OPERATED BY A NATIONAL SECURITIES ASSOCIATION) ON WHICH
IDENTICAL SECURITIES ISSUED BY THE COMPANY ARE THEN LISTED ON OR PRIOR TO THE
EFFECTIVE DATE OF ANY REGISTRATION STATEMENT FILED HEREUNDER AND ENTER INTO
CUSTOMARY AGREEMENTS INCLUDING, IF NECESSARY, A LISTING APPLICATION AND
INDEMNIFICATION AGREEMENT IN CUSTOMARY FORM;
(XI)
PROVIDE THE HOLDERS, THE TRANSFER AGENT AND
REGISTRAR A CUSIP NUMBER FOR THE REGISTRABLE SECURITIES NO LATER THAN THE
EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT;
10
(XII)
USE ITS REASONABLE BEST EFFORTS TO COMPLY WITH
ALL APPLICABLE RULES AND REGULATIONS OF THE SEC RELATING TO SUCH REGISTRATION
AND THE DISTRIBUTION OF THE SECURITIES BEING OFFERED AND MAKE GENERALLY
AVAILABLE TO ITS SECURITIES HOLDERS, AS SOON AS REASONABLY PRACTICABLE, EARNINGS
STATEMENTS SATISFYING THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT;
(XIII)
COOPERATE AND ASSIST IN ANY FILINGS REQUIRED TO
BE MADE WITH THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.;
(XIV)
IF REQUESTED, INCLUDE OR INCORPORATE IN A
PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT,
SUCH INFORMATION AS THE MANAGING UNDERWRITERS ADMINISTERING AN UNDERWRITTEN
OFFERING OF THE REGISTRABLE SECURITIES REGISTERED THEREUNDER REASONABLY REQUEST
TO BE INCLUDED THEREIN AND TO WHICH THE COMPANY DOES NOT REASONABLY OBJECT AND
MAKE ALL REQUIRED FILINGS OF SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE
AMENDMENT AS SOON AS REASONABLY PRACTICABLE AFTER THEY ARE NOTIFIED OF THE
MATTERS TO BE INCLUDED OR INCORPORATED IN SUCH PROSPECTUS SUPPLEMENT OR
POST-EFFECTIVE AMENDMENT;
(XV)
UPON THE OCCURRENCE OF ANY EVENT CONTEMPLATED BY
CLAUSES (4) (5) OR (6) OF SECTION 5(A)(III) ABOVE, AS SOON AS REASONABLY
PRACTICABLE PREPARE A POST-EFFECTIVE AMENDMENT TO ANY REGISTRATION STATEMENT OR
AN AMENDMENT OR SUPPLEMENT TO THE RELATED PROSPECTUS OR FILE ANY OTHER REQUIRED
DOCUMENT SO THAT, AS THEREAFTER DELIVERED TO PURCHASERS OF THE REGISTRABLE
SECURITIES INCLUDED THEREIN, THE PROSPECTUS WILL NOT INCLUDE AN UNTRUE STATEMENT
OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING;
(XVI)
SUBJECT TO THE PROVISO IN PARAGRAPH (XV) ABOVE,
CAUSE THE REGISTRABLE SECURITIES COVERED BY THE REGISTRATION STATEMENT TO BE
REGISTERED WITH OR APPROVED BY SUCH OTHER GOVERNMENTAL AGENCIES OR AUTHORITIES