Exhibit 99.1
EXECUTION COPY
44,500,000 Shares
SEAGATE TECHNOLOGY
COMMON SHARES, $0.00001 PAR VALUE
PER SHARE
UNDERWRITING
AGREEMENT
August 2, 2005
August 2, 2005
85 Broad Street
Dear Sirs and Mesdames:
New SAC, a Cayman Islands exempted
limited liability company (the “ Selling Shareholder
” or “ New SAC ”) proposes to sell to
Goldman, Sachs & Co. (the “ Underwriter ”),
an aggregate of 44,500,000 Common Shares, $0.00001 par value per
share (the “ Shares ”), of Seagate Technology,
an exempted limited liability company incorporated under the laws
of the Cayman Islands (the “ Company
”).
The Company has filed with the
Securities and Exchange Commission (the “ Commission
”) in accordance with the provisions of the Securities Act of
1933, as amended (the “ Securities Act ”), and
the rules and regulations of the Commission thereunder, including
Rule 415 thereunder, a registration statement (No. 333-122149) on
Form S-3, including a prospectus, for the registration of the
Shares. The term “ Registration Statement ”
means such registration statement, including the exhibits thereto,
as amended to the date of this Agreement. The term “ Base
Prospectus ” means the prospectus included in the
Registration Statement. If the Company has filed or files an
abbreviated registration statement to register additional shares of
Common Stock pursuant to Rule 462(b) (the “ Rule 462
Registration Statement ”) under the Securities Act, then
any reference herein to the term “Registration
Statement” shall be deemed to include such Rule 462
Registration Statement.
The Company has filed with, or
transmitted for filing to, or shall promptly hereafter file with or
transmit for filing to, the Commission a prospectus supplement (the
“ Prospectus Supplement ”) specifically relating
to the Shares, pursuant to Rule 424 under the Securities Act. The
term “ Prospectus ” means the Prospectus
Supplement as initially filed together with the Base Prospectus in
the form in which it was declared effective by the Commission. As
used herein, the terms “ Base Prospectus ,”
“ Prospectus ” and “ Registration
Statement ” shall include in each case the documents, if
any, incorporated or deemed to be incorporated by reference therein
(it being understood that any statement contained in a document
incorporated or deemed to be incorporated by reference in the Base
Prospectus, Prospectus Supplement or Registration Statement, or any
supplements or amendments to any of such documents, shall not be
deemed to constitute a part thereof to the extent modified or
superseded by a statement contained in any subsequently filed
document which also is or is deemed to be incorporated by reference
therein). The terms
“ supplement ” and “
amendment ” or “ amend ” as used in
this Agreement shall include all documents filed subsequent to the
date of the Base Prospectus, as the case may be, by the Company
with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the “ Exchange Act ”), that
are deemed to be incorporated by reference in the
Prospectus.
1. Representations and Warranties
of the Company . The Company represents and warrants to and
agrees with the Underwriter that:
(a) The Registration Statement has
become effective; no stop order suspending the effectiveness of the
Registration Statement is in effect, and no proceedings for such
purpose are pending before or threatened by the
Commission.
(b) (i) The Registration Statement,
when it became effective, did not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading, (ii) the Registration Statement and the Prospectus
comply and, as amended or supplemented, if applicable, will comply
in all material respects with the Securities Act and the applicable
rules and regulations of the Commission thereunder and (iii) the
Prospectus does not contain and, as amended or supplemented, if
applicable, will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which
they were made, not misleading, except that the representations and
warranties set forth in this paragraph do not apply to statements
or omissions in the Registration Statement or the Prospectus based
upon information relating to the Underwriter furnished to the
Company in writing by the Underwriter expressly for use
therein.
(c) The Company has been duly
incorporated, is validly existing as an exempted limited liability
company in good standing under the laws of the Cayman Islands, has
the corporate or other power and authority to own its property and
to conduct its business as described in the Prospectus and is duly
qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership
or leasing of property requires such qualification, except to the
extent that the failure to be so qualified or be in good standing
would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole.
(d) Each subsidiary of the Company
has been duly incorporated (or organized), is validly existing as a
corporation, limited liability company or other similar entity in
good standing under the laws of the jurisdiction of its
incorporation (or organization), has the corporate or other power
and authority to own its property and to conduct its business as
described in the Prospectus and is duly qualified to transact
business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure
to be so qualified or be in good standing would not have a material
adverse effect on the Company and its subsidiaries, taken as a
whole; all of the issued shares of capital stock of each subsidiary
of the Company have been duly and validly authorized and issued,
are fully paid and non-assessable and (except for directors’
qualifying shares) are owned directly or indirectly by the Company,
free and clear of all liens, encumbrances, equities or
claims.
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(e) This Agreement has been duly
authorized, executed and delivered by the Company.
(f) The authorized share capital of
the Company conforms as to legal matters to the description thereof
contained in the Prospectus.
(g) The common shares of the Company
(including the Shares to be sold by the Selling Shareholder)
outstanding have been duly authorized and are validly issued, fully
paid and non-assessable.
(h) The execution and delivery by
the Company of, and the performance by the Company of its
obligations under, this Agreement will not contravene any provision
of applicable law (except for such contraventions of applicable law
that would not reasonably be expected to have a material adverse
effect on the Company and its subsidiaries, taken as a whole, or on
the power or ability of the Company to perform its obligations
under this Agreement), or the memorandum and articles of
association of the Company or any agreement or other instrument
binding upon the Company or any of its subsidiaries that is
material to the Company and its subsidiaries, taken as a whole, or
any judgment, order or decree of any governmental body, agency or
court having jurisdiction over the Company or any subsidiary
(except for contraventions of any such judgment, order or decree
that would not reasonably be expected to have a material adverse
effect on the Company and its subsidiaries, taken as a whole, or on
the power or ability of the Company to perform its obligations
under this Agreement), and no consent, approval, authorization or
order of, or qualification with, any governmental body or agency is
required for the performance by the Company of its obligations
under this Agreement, except such as (i) may be required by the
securities or Blue Sky laws of the various states in connection
with the offer and sale of the Shares or (ii) the failure of which
to obtain would not reasonably be expected to have a material
adverse effect on the power or ability of the Company to perform
its obligations under this Agreement.
(i) There has been no material
adverse change, or, to the knowledge of the Company, any
development involving a prospective material adverse change, in the
financial condition or in the earnings, business affairs or
management of the Company and its subsidiaries, taken as a whole,
whether or not arising in the ordinary course of business, from
that set forth in the Prospectus (exclusive of any amendments or
supplements thereto subsequent to the date of this
Agreement).
(j) There are no legal or
governmental actions, suits or proceedings pending or, to the
Company’s knowledge, threatened to which the Company or any
of its subsidiaries is a party or to which any of the properties of
the Company or any of its subsidiaries is subject that are required
to be described in the Registration Statement or the Prospectus and
are not so described or any statutes, regulations, contracts or
other documents that are required to be described in the
Registration Statement or the Prospectus or to be filed as exhibits
to the Registration Statement that are not described or filed as
required.
(k) The financial statements
(including the summary financial information of the Company and the
selected historical consolidated financial information of the
Company) included in the Registration Statement or the Prospectus
present fairly in all material respects the financial
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position of the entities purported to be covered
as of the dates shown and their results of operations and cash
flows for the periods shown, and such financial statements have
been prepared in conformity with the generally accepted accounting
principles in the United States applied on a consistent basis
(except, in each case, that the summary and selected historical
consolidated financial information of the Company does not include
the notes to consolidated financial statements that would appear if
full financial statements had been presented for the Company and
that interim periods of the Company and its predecessor have been
combined therein into full year and nine-month periods).
(l) Each preliminary prospectus
filed as part of the registration statement as originally filed or
as part of any amendment thereto, or filed pursuant to Rule 424
under the Securities Act, complied when so filed in all material
respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder.
(m) The Company is not required to
register as an “investment company” as such term is
defined in the Investment Company Act of 1940, as
amended.
(n) The Company and its subsidiaries
(i) are in compliance with any and all applicable foreign, federal,
state and local laws and regulations relating to the protection of
human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants (“
Environmental Laws ”), (ii) have received all permits,
licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii)
are in compliance with all terms and conditions of any such permit,
license or approval, except where such noncompliance with
Environmental Laws, failure to receive required permits, licenses
or other approvals or failure to comply with the terms and
conditions of such permits, licenses or approvals would not, singly
or in the aggregate, have a material adverse effect on the Company
and its subsidiaries, taken as a whole.
(o) Except as disclosed in the
Prospectus, there are no costs or liabilities associated with
Environmental Laws (including, without limitation, any capital or
operating expenditures required for clean-up, closure of properties
or compliance with Environmental Laws or any permit, license or
approval, any related constraints on operating activities and any
potential liabilities to third parties) which would, singly or in
the aggregate, have a material adverse effect on the Company and
its subsidiaries, taken as a whole.
(p) Except as disclosed in the
Prospectus, there are no contracts, agreements or understandings
between the Company and any person granting such person the right
to require the Company to file a registration statement under the
Securities Act with respect to any securities of the Company or to
require the Company to include such securities with the Shares
registered pursuant to the Registration Statement.
(q) Subsequent to the respective
dates as of which information is given in the Registration
Statement and the Prospectus, (i) the Company and its subsidiaries
have not incurred any material liability or obligation, direct or
contingent, nor entered into any material transaction not in the
ordinary course of business; (ii) the Company has not purchased any
of its outstanding share capital, nor declared, paid or otherwise
made any dividend or distribution of any kind on its
share
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capital other than ordinary and customary
dividends; and (iii) there has not been any material change in the
share capital or capital stock or long-term debt of the Company and
its subsidiaries, except, in the case of each of (i), (ii) and
(iii) above, as described in the Prospectus.
(r) The Company and its subsidiaries
have good and marketable title in fee simple to all real property
and good and marketable title to all personal property owned by
them which is material to the business of the Company and its
subsidiaries, in each case free and clear of all liens,
encumbrances and defects except such as are described in the
Prospectus, such as do not materially interfere with the use made
and proposed to be made of such property by the Company and its
subsidiaries or such as would not reasonably be expected to have a
material adverse effect on the Company and its subsidiaries, taken
as a whole; and any real property and buildings held under lease by
the Company and its subsidiaries are held by them under valid,
subsisting and enforceable leases with such exceptions as are not
material and do not interfere with the use made and proposed to be
made of such property and buildings by the Company and its
subsidiaries, in each case except as described in the
Prospectus.
(s) Except as disclosed in the
Registration Statement and the Prospectus, the Company and its
subsidiaries own or possess, or can acquire on reasonable terms,
all material patents, patent rights, licenses, inventions,
copyrights, know-how (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information,
systems or procedures), trademarks, service marks, trade names and
other intellectual property currently employed by them in
connection with the business now operated by them, and neither the
Company nor, to the knowledge of the Company, any of its
subsidiaries has received any notice of infringement of or conflict
with asserted rights of others with respect to any of the foregoing
which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would reasonably be expected to have a
material adverse effect on the Company and its subsidiaries, taken
as a whole.
(t) No material labor dispute with
the employees of the Company or any of its subsidiaries exists,
except as described in the Prospectus, or, to the knowledge of the
Company, is imminent.
(u) The Company and its subsidiaries
are insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as are prudent
and customary in the businesses in which they are engaged; neither
the Company nor any of its subsidiaries has been refused any
insurance coverage sought or applied for, other than as would not
reasonably be expected to have a material adverse effect on the
Company and its subsidiaries, taken as a whole; and neither the
Company nor any of its subsidiaries has any reason to believe that
it will not be able to renew its existing insurance coverage as and
when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business at a
cost that would not have a material adverse effect on the Company
and its subsidiaries, taken as a whole, except as described in the
Prospectus.
(v) The Company and its subsidiaries
possess all certificates, authorizations and permits issued by the
appropriate federal, state, local or foreign regulatory authorities
necessary to conduct their respective businesses except such as the
failure of which to obtain would not reasonably be expected to have
a material adverse effect on the Company and its subsidiaries,
taken
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as a whole, and neither the Company nor, to the
knowledge of the Company, any of its subsidiaries has received any
notice of proceedings relating to the revocation or modification of
any such certificate, authorization or permit which, individually
or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would have a material adverse effect on the
Company and its subsidiaries, taken as a whole, except as described
in the Prospectus.
(w) The Company and each of its
subsidiaries maintain a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions
are executed in accordance with management’s general or
specific authorizations; (ii) transactions are recorded as
necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to
maintain asset accountability; (iii) access to assets is permitted
only in accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any
differences.
(x) As of the date of the
Prospectus, all of the material assets previously used in the rigid
disc drive operations of New SAC and its subsidiaries are held by
the Company and its subsidiaries.
(y) Each periodic report containing
financial statements filed with the Commission by the Company
pursuant to section 13(a) of the Exchange Act complied with the
requirements of such section and the information in such reports
fairly presented, in all material respects, the financial condition
and results of operations of the Company, as of the date of each
such filing.
(z) The Company is aware of no
reason that its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2005 would not be accompanied by the certifications
required to be filed or submitted by the Company’s chief
executive officer and chief financial officer pursuant to the
Sarbanes-Oxley Act of 2002 and the rules and regulations
promulgated thereunder.
2. Representations and Warranties
of the Selling Shareholder . The Selling Shareholder represents
and warrants to and agrees with the Underwriter that:
(a) This Agreement has been duly
authorized, executed and delivered by the Selling
Shareholder.
(b) The execution and delivery by
the Selling Shareholder of, and the performance by the Selling
Shareholder of its obligations under, this Agreement will not
contravene any provision of applicable law, or the memorandum and
articles of association of the Selling Shareholder, or any
agreement or other instrument binding upon the Selling Shareholder
or any judgment, order or decree of any governmental body, agency
or court having jurisdiction over the Selling Shareholder, and no
consent, approval, authorization or order of, or qualification
with, any governmental body or agency is required for the
performance by the Selling Shareholder of its obligations under
this Agreement, except such as may be required by the securities or
Blue Sky laws of the various states in connection with the offer
and sale of the Shares.
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(c) The Selling Shareholder has, and
on the Closing Date will have, valid title to, or a valid
“security entitlement” within the meaning of Section
8-501 of the New York Uniform Commercial Code (the “
UCC ”) in respect of, the Shares to be sold by the
Selling Shareholder free and clear of all security interests,
claims, liens, equities or other encumbrances and the legal right
and power, and all authorization and approval required by law, to
enter into this Agreement and to sell, transfer and deliver the
Shares to be sold by the Selling Shareholder or a security
entitlement in respect of such Shares.
(d) Upon payment for the Shares to
be sold by the Selling Shareholder pursuant to this Agreement,
delivery of such Shares, as directed by the Underwriter, to Cede
& Co. (“ Cede ”) or such other nominee as
may be designated by the Depository Trust Company (“
DTC ”), registration of such Shares in the name of
Cede or such other nominee and the crediting of such Shares on the
books of DTC to securities accounts of the Underwriter (assuming
that neither DTC nor the Underwriter has notice of any adverse
claim (within the meaning of Section 8-105 of the UCC) to such
Shares), (A) DTC shall be a “protected purchaser” of
such Shares within the meaning of Section 8-303 of the UCC, (B)
under Section 8-501 of the UCC, the Underwriter will acquire a
valid security entitlement in respect of such Shares and (C) no
action based on any “adverse claim”, within the meaning
of Section 8-102 of the UCC, to such Shares may be asserted against
the Underwriter with respect to such security entitlement; for
purposes of this representation, the Selling Shareholder may assume
that when such payment, delivery and crediting occur, (x) such
Shares will have been registered in the name of Cede or another
nominee designated by DTC, in each case on the Company’s
share register in accordance with its memorandum and articles of
association and applicable law, (y) DTC will be registered as a
“clearing corporation” within the meaning of Section
8-102 of the UCC and (z) appropriate entries to the accounts of the
Underwriter on the records of DTC will have been made pursuant to
the UCC.
(e) (i) The Registration Statement,
when it became effective, did not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading and (ii) the Prospectus does not contain and, as amended
or supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, provided
that the representations and warranties set forth in this paragraph
2(e) are limited to statements or omissions in the Registration
Statement or Prospectus made in reliance upon information relating
to the Selling Shareholder furnished to the Company in writing by
the Selling Shareholder expressly for use in the Registration
Statement, the Prospectus or any amendments or supplements
thereto.
3. Agreements to Sell and
Purchase . The Selling Shareholder hereby agrees to sell to the
Underwriter, and the Underwriter, upon the basis of the
representations and warranties herein contained, but subject to the
conditions hereinafter stated, agrees to purchase, the Shares at
$18.73 a share (the “ Purchase Price
”).
The Selling Shareholder hereby
agrees that, without the prior written consent of Goldman, Sachs
& Co., it will not, during the period ending 45 days after the
date of the Prospectus Supplement, (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase,
purchase
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any option or contract to sell, grant any
option, right or warrant to purchase, lend, or otherwise transfer
or dispose of, directly or indirectly, any (A) Common Shares or any
securities convertible into or exercisable or exchangeable for
Common Shares, or (B) any Ordinary Shares, $0.0001 par value per
share or Non-Voting Ordinary Shares, $0.0001 par value per share of
New SAC (collectively, the “ Share Capital ”),
or any securities convertible into or exercisable or exchangeable
for Share Capital or (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Common Shares or Share Capital,
whether any such transaction described in clause (i) or (ii) above
is to be settled by delivery of Common Shares, Share Capital or
other securities, in cash or otherwise.
The restrictions contained in the
preceding two paragraphs shall not apply to the following
transactions:
(a) the Shares to be sold
hereunder;
(b) the issuance by New SAC of Share
Capital upon the exercise of an option or warrant or the conversion
of a security outstanding on the date hereof of which the
Underwriter has been advised in writing; or
(c) the issuance of Share Capital
pursuant to the New SAC 2000 Restricted Share Plan and the New SAC
2001 Restricted Share Plan, in each case as described in the
Prospectus.
In addition, the Selling Shareholder
agrees that, without the prior written consent of Goldman, Sachs
& Co., it will not, during the period ending 45 days after the
date of the Prospectus Supplement, make any demand for, or exercise
any right with respect to, the registration of any shares of Common
Shares or any security convertible into or exercisable or
exchangeable for Common Shares or Share Capital. Furthermore, New
SAC agrees that, without the prior written consent of Goldman,
Sachs & Co., it will not, during the period ending 45 days
after the date of the Prospectus Supplement, file a registration
statement under the Securities Act with respect to any securities
of New SAC.
4. Terms of Public Offering .
The Selling Shareholder is advised by you that the Underwriter
proposes to make a public offering of the Shares as soon after the
Registration Statement and this Agreement have become effective as
in your judgment is advisable.
5. Payment and Delivery .
Payment for the Shares to be sold by the Selling Shareholder shall
be made to the Selling Shareholder in Federal or other funds
immediately available in New York City against delivery of such
Shares for the accounts of the Underwriter at 10:00 a.m., New York
City time, on August 5, 2005, or at such other time on the same or
such other date, not later than August 12, 2005, as shall be
designated in writing by you. The time and date of such payment are
hereinafter referred to as the “ Closing Date
.”
The Shares shall be registered in
such names and in such denominations as you shall request in
writing not later than one full business day prior to the Closing
Date. The Shares shall be delivered to you on the Closing Date for
the accounts of the Underwriter, with any transfer taxes payable in
connection with the transfer of the Shares to the Underwriter duly
paid, against payment of the Purchase Price therefor.
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6. Conditions to the
Underwriter’s Obligations . The obligations of the
Selling Shareholder to sell the Shares to the Underwriter and the
obligations of the Underwriter to purchase and pay for the Shares
on the Closing Date are subject to the condition that the
Registration Statement shall have become effective not later than
2:00 p.m. (New York City time) on the date hereof. No order
suspending the effectiveness of the Registration Statement shall be
in effect, and no proceeding for such purpose shall be pending
before or threatened by the Commission; the Prospectus shall have
been timely filed with the Commission under the Securities Act and
in accordance with Section 7(b) hereof.
The obligations of the Underwriter
are subject to the following further conditions:
(a) Subsequent to the execution and
delivery of this Agreement and prior to the Closing
Date:
(i) there shall not have occurred
any downgrading, nor shall any notice have been given of any
intended or potential downgrading or of any review for a possible
change that does not indicate the direction of the possible change,
in the rating accorded the Company or any of the Company’s
securities by any “nationally recognized statistical rating
organization,” as such term is defined for purposes of Rule
436(g)(2) under the Securities Act; and
(ii) there shall not have occurred
any change, or any development involving a prospective change, in
the financial condition, earnings, business or operations of the
Company and its subsidiaries, taken as a whole, from that set forth
in the Prospectus (exclusive of any amendments or supplements
thereto subsequent to the date of this Agreement) that, in your
judgment, is material and adverse and that makes it, in your
judgment, impracticable to market the Shares on the terms and in
the manner contemplated in the Prospectus.
(b) The Underwriter shall have
received on the Closing Date a certificate, dated the Closing Date
and signed by an executive officer of the Company, to the effect
set forth in Section 6(a)(i) above and to the effect that, to such
officer’s knowledge after due inquiry, the representations
and warranties of the Company contained in this Agreement that are
qualified as to materiality are true and correct, and those not so
qualified are true and correct in all material respects, as of the
Closing Date and that the Company has complied in all material
respects with all of the agreements and has satisfied in all
material respects all of the conditions on its part to be performed
or satisfied hereunder on or before the Closing Date.
(c) The Underwriter shall have
received on the Closing Date an opinion and a letter of Simpson
Thacher & Bartlett LLP, outside U.S. counsel for the Company
and the Selling Shareholder, dated the Closing Date, to the effect
set forth in Exhibit A .
(d) The Underwriter shall have
received on the Closing Date an opinion of Walkers, on behalf of
the Company and the Selling Shareholder, Maples and Calder, outside
Cayman Islands counsel for the Company, and William Hudson, General
Counsel of the Company, in each case dated the Closing Date, to the
effect set forth in Exhibit B , Exhibit C and
Exhibit D , respectively.
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(e) The Underwriter shall have
received on the Closing Date an opinion of Wilson Sonsini Goodrich
& Rosati, Professional Corporation, counsel for the
Underwriter, dated the Closing Date, to the effect set forth in
Exhibit E .
The opinions of Simpson Thacher
& Bartlett LLP, Walkers and William Hudson described in
Sections 6(c) and 6(d) above shall be rendered to the Underwriter
at the request of the Company or the Selling Shareholder, as the
case may be, and shall so state therein.
(f) The Underwriter shall have
received, on the Closing Date, a letter dated the Closing Date, in
form and substance satisfactory to the Underwriter, from Ernst
& Young LLP, independent public accountants, containing
statements and information of the type ordinarily included in
accountants’ “comfort letters” to underwriters
with respect to the financial statements and certain financial
information contained in the Registration Statement and the
Prospectus; provided that the letter shall use a
“cut-off date” not earlier than the date
hereof.
7. Covenants of the Company .
In further consideration of the agreements of the Underwriter
herein contained, the Company covenants with the Underwriter as
follows:
(a) To furnish to you, without
charge, one conformed copy of the Registration Statement (including
exhibits thereto) and to furnish to you in New York City, without
charge, prior to 10:00 a.m. New York City time on the business day
next succeeding the date of this Agreement and during the period
mentioned in Section 7(c) below, as many copies of the Prospectus
and any supplements and amendments thereto or to the Registration
Statement as you may reasonably request.
(b) Before amending or supplementing
the Registration Statement or the Prospectus during the period
mentioned in Section 7(c) below, to furnish to you a copy of each
such proposed amendment or supplement and not to file any such
proposed amendment or supplement to which you reasonably object,
and to file with the Commission within the applicable period
specified in Rule 424(b) under the Securities Act any prospectus
required to be filed pursuant to such Rule.
(c) If, during such period after the
first date of the public offering of the Shares as in the opinion
of counsel for the Underwriter the Prospectus is required by law to
be delivered in connection with sales by the Underwriter or a
dealer, any event shall occur or condition exist as a result of
which it is necessary to amend or supplement the
Prospect
