OF THE
PURCHASE PRICE THEREFOR.
THE CERTIFICATES FOR THE COMMON SHARES SHALL BE
REGISTERED IN SUCH NAMES AND DENOMINATIONS AS THE REPRESENTATIVES SHALL HAVE
REQUESTED AT LEAST TWO FULL BUSINESS DAYS PRIOR TO THE FIRST CLOSING DATE (OR
THE SECOND CLOSING DATE, AS THE CASE MAY BE) AND THE FORM OF CERTIFICATE SHALL
BE MADE AVAILABLE FOR INSPECTION ON THE BUSINESS DAY PRECEDING THE FIRST CLOSING
DATE (OR THE SECOND CLOSING DATE, AS THE CASE MAY BE) AT A LOCATION IN NEW YORK
CITY AS THE REPRESENTATIVES MAY DESIGNATE.
TIME SHALL BE OF THE ESSENCE, AND
DELIVERY AT THE TIME AND PLACE SPECIFIED IN THIS AGREEMENT IS A FURTHER
CONDITION TO THE OBLIGATIONS OF THE UNDERWRITERS.
(G)
DELIVERY OF PROSPECTUS TO THE UNDERWRITERS.
NOT LATER THAN 12:00 P.M. ON
THE SECOND BUSINESS DAY FOLLOWING THE DATE THE COMMON SHARES ARE FIRST RELEASED
BY THE UNDERWRITERS FOR SALE TO THE PUBLIC, THE COMPANY SHALL DELIVER OR CAUSE
TO BE DELIVERED, COPIES OF THE PROSPECTUS IN SUCH QUANTITIES AND AT SUCH PLACES
AS THE REPRESENTATIVES SHALL REQUEST.
SECTION 3.
ADDITIONAL COVENANTS.
A.
COVENANTS OF THE COMPANY.
THE COMPANY FURTHER COVENANTS AND AGREES WITH
EACH UNDERWRITER AS FOLLOWS:
(A)
REPRESENTATIVES' REVIEW OF PROPOSED AMENDMENTS AND SUPPLEMENTS.
DURING
SUCH PERIOD BEGINNING ON THE DATE HEREOF AND ENDING ON THE LATER OF THE FIRST
CLOSING DATE OR SUCH DATE, AS IN THE OPINION OF COUNSEL FOR THE UNDERWRITERS,
THE PROSPECTUS IS NO LONGER REQUIRED BY LAW TO BE DELIVERED IN CONNECTION WITH
SALES BY AN UNDERWRITER OR DEALER (THE "PROSPECTUS DELIVERY PERIOD"), PRIOR TO
AMENDING OR SUPPLEMENTING THE REGISTRATION STATEMENT (INCLUDING ANY REGISTRATION
STATEMENT FILED UNDER RULE 462(B) UNDER THE SECURITIES ACT) OR THE PROSPECTUS,
THE COMPANY SHALL FURNISH TO THE REPRESENTATIVES FOR REVIEW A COPY OF EACH SUCH
PROPOSED AMENDMENT OR SUPPLEMENT, AND THE COMPANY SHALL NOT FILE ANY SUCH
PROPOSED AMENDMENT OR SUPPLEMENT TO WHICH THE REPRESENTATIVES REASONABLY OBJECT.
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(B)
SECURITIES ACT COMPLIANCE.
AFTER THE DATE OF THIS AGREEMENT AND DURING THE
PROSPECTUS DELIVERY PERIOD, THE COMPANY SHALL PROMPTLY ADVISE THE
REPRESENTATIVES IN WRITING (I) OF THE RECEIPT OF ANY COMMENTS OF, OR REQUESTS
FOR ADDITIONAL OR SUPPLEMENTAL INFORMATION FROM, THE COMMISSION, (II) OF THE
TIME AND DATE OF ANY FILING OF ANY POST-EFFECTIVE AMENDMENT TO THE REGISTRATION
STATEMENT OR ANY AMENDMENT OR SUPPLEMENT TO THE PRELIMINARY PROSPECTUS OR THE
PROSPECTUS, (III) OF THE TIME AND DATE THAT ANY POST-EFFECTIVE AMENDMENT TO THE
REGISTRATION STATEMENT BECOMES EFFECTIVE AND (IV) OF THE ISSUANCE BY THE
COMMISSION OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION
STATEMENT OR ANY POST-EFFECTIVE AMENDMENT THERETO OR OF ANY ORDER PREVENTING OR
SUSPENDING THE USE OF THE PROSPECTUS, OR OF ANY PROCEEDINGS TO REMOVE, SUSPEND
OR TERMINATE FROM LISTING OR QUOTATION THE COMMON STOCK FROM ANY SECURITIES
EXCHANGE UPON WHICH IT IS LISTED FOR TRADING OR INCLUDED OR DESIGNATED FOR
QUOTATION, OR OF THE THREATENING OR INITIATION OF ANY PROCEEDINGS FOR ANY OF
SUCH PURPOSES. IF THE COMMISSION SHALL ENTER ANY SUCH STOP ORDER AT ANY