THE
OFFERING OR SALE IN CONNECTION THEREWITH OR TO ENABLE THE SELLING HOLDER OR
HOLDERS TO OFFER, OR TO CONSUMMATE THE DISPOSITION OF, THEIR REGISTRABLE
SECURITIES;
(XIV)
UNLESS ANY REGISTRABLE SECURITIES SHALL BE IN
BOOK-ENTRY ONLY FORM, COOPERATE WITH THE ELECTING HOLDERS AND THE MANAGING
UNDERWRITERS, IF ANY, TO FACILITATE THE TIMELY PREPARATION AND DELIVERY OF
CERTIFICATES REPRESENTING REGISTRABLE SECURITIES TO BE SOLD, WHICH CERTIFICATES,
IF SO REQUIRED BY ANY SECURITIES EXCHANGE UPON WHICH ANY REGISTRABLE SECURITIES
ARE LISTED, SHALL BE PENNED, LITHOGRAPHED OR ENGRAVED, OR PRODUCED BY ANY
COMBINATION OF SUCH METHODS, ON STEEL ENGRAVED BORDERS, AND WHICH CERTIFICATES
SHALL NOT BEAR ANY RESTRICTIVE LEGENDS; AND, IN THE CASE OF AN UNDERWRITTEN
OFFERING, ENABLE SUCH REGISTRABLE SECURITIES TO BE IN SUCH DENOMINATIONS AND
REGISTERED IN SUCH NAMES AS THE MANAGING UNDERWRITERS MAY REQUEST AT LEAST TWO
BUSINESS DAYS PRIOR TO ANY SALE OF THE REGISTRABLE SECURITIES;
(XV)
PROVIDE A CUSIP NUMBER FOR ALL REGISTRABLE
SECURITIES, NOT LATER THAN THE APPLICABLE EFFECTIVE TIME;
(XVI)
ENTER INTO SUCH CUSTOMARY AGREEMENTS, INCLUDING IF
REQUESTED, AN UNDERWRITING AGREEMENT IN CUSTOMARY FORM, AND TAKE SUCH OTHER
ACTIONS IN CONNECTION THEREWITH AS ANY ELECTING HOLDERS AGGREGATING AT LEAST 20%
IN AGGREGATE PRINCIPAL AMOUNT OF THE REGISTRABLE SECURITIES AT THE TIME
OUTSTANDING SHALL REQUEST IN ORDER TO EXPEDITE OR FACILITATE THE DISPOSITION OF
SUCH REGISTRABLE SECURITIES, PROVIDED, THAT THE COMPANY SHALL NOT BE REQUIRED TO
ENTER INTO ANY SUCH AGREEMENT MORE THAN TWO TIMES WITH RESPECT TO ALL THE
REGISTRABLE SECURITIES AND MAY DELAY ENTERING INTO SUCH AGREEMENT UNTIL THE
CONSUMMATION OF ANY UNDERWRITTEN PUBLIC OFFERING IN WHICH THE
12
COMPANY SHALL HAVE THEN ENGAGED;
(XVII)
WHETHER OR NOT AN AGREEMENT OF THE TYPE REFERRED TO
IN SECTION 3(D)(XVI) HEREOF IS ENTERED INTO AND WHETHER OR NOT ANY PORTION OF
THE OFFERING CONTEMPLATED BY THE SHELF REGISTRATION IS AN UNDERWRITTEN OFFERING
OR IS MADE THROUGH A PLACEMENT OR SALES AGENT OR ANY OTHER ENTITY, (A) MAKE SUCH
REPRESENTATIONS AND WARRANTIES TO THE ELECTING HOLDERS AND THE PLACEMENT OR
SALES AGENT, IF ANY, THEREFOR AND THE UNDERWRITERS, IF ANY, THEREOF IN FORM,
SUBSTANCE AND SCOPE AS ARE CUSTOMARILY MADE IN CONNECTION WITH AN OFFERING OF
DEBT SECURITIES PURSUANT TO ANY APPROPRIATE AGREEMENT OR TO A REGISTRATION
STATEMENT FILED ON THE FORM APPLICABLE TO THE SHELF REGISTRATION; (B) OBTAIN AN
OPINION OF COUNSEL TO THE COMPANY IN CUSTOMARY FORM AND COVERING MATTERS OF THE
TYPE CUSTOMARILY COVERED BY SUCH AN OPINION, AS THE MANAGING UNDERWRITERS, IF
ANY, OR AS ANY ELECTING HOLDERS OF AT LEAST 20% IN AGGREGATE PRINCIPAL AMOUNT OF
THE REGISTRABLE SECURITIES AT THE TIME OUTSTANDING MAY REASONABLY REQUEST,
ADDRESSED TO SUCH ELECTING HOLDER OR ELECTING HOLDERS AND THE PLACEMENT OR SALES
AGENT, IF ANY, THEREFOR AND THE UNDERWRITERS, IF ANY, THEREOF AND DATED THE
EFFECTIVE DATE OF SUCH SHELF REGISTRATION STATEMENT (AND IF SUCH SHELF
REGISTRATION STATEMENT CONTEMPLATES AN UNDERWRITTEN OFFERING OF A PART OR ALL OF
THE REGISTRABLE SECURITIES, DATED THE DATE OF THE CLOSING UNDER THE UNDERWRITING
AGREEMENT RELATING THERETO) (IT BEING