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  • (j)

    Unless Parent shall have waived in writing the resale restrictions set forth in Section 2.5, Parent shall not, directly or indirectly,

  • (x)

    enter into any merger, consolidation or reorganization in which Parent shall not be the surviving corporation or (y) transfer or agree to

transfer all or substantially all of Parent’s assets, unless prior to such merger, consolidation, reorganization or asset transfer, the surviving corporation or the transferee, respectively, shall have agreed in writing to assume the obligations of Parent under this Agreement, and for that purpose references hereunder to “Stock Consideration” shall be deemed to include the securities which the holders of Stock Consideration would be entitled to receive pursuant to any such merger, consolidation or reorganization.

(k) Parent shall obtain so-called “comfort letters” from Parent’s independent public accountants, and legal opinions of counsel to Parent addressed to underwriters and Seller, in customary form and covering such matters of the type customarily covered by such letters, and in a form that shall be reasonably satisfactory to the underwriters. Parent shall furnish to Seller a signed counterpart of any such comfort letter or legal opinion. Delivery of any such opinion or comfort letter shall be subject to the recipient furnishing such written representations or acknowledgements as are customarily provided by selling shareholders who receive such comfort letters or opinions.

(l) Parent shall take such other actions as are reasonably required and customary in order to expedite or facilitate the disposition of the Restricted Shares included in the Registration Statement, the Marketed Secondary Offering or Approved Block Sale.

(m) Parent shall notify Seller of any stop order issued or threatened to be issued by the SEC in connection with the Registration Statement and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.

(n) Parent shall make available for inspection by Seller and to any underwriter participating in a Marketed Secondary Offering or an Approved Block Sale, and to each of their representatives, all financial and other information as shall be reasonably requested by them, and provide Seller, any participating underwriter and their respective representatives the opportunity to discuss the business affairs of Parent with its principal executives and independent public accountants who have certified the audited financial statements included in the Registration Statement in each case as necessary to enable them to exercise their due diligence responsibility under the Securities Act; provided, however, that the information that Parent determines, in good faith, to be confidential and which Parent advises such person in writing is confidential shall not be disclosed unless such person signs a confidentiality agreement reasonably satisfactory to Parent or Seller agrees to be responsible for such person’s breach of confidentiality on terms reasonably satisfactory to Parent.

(o) Seller (and any transferees or distributees pursuant to Section 2.5(c) may include any shares of Stock Consideration that do not constitute Restricted Shares in a Marketed Secondary Offering or an Approved Block Trade.


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