Common use of Offering Procedures Clause in Contracts

Offering Procedures. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to facilitate (x) an Underwritten Offering pursuant to a Demand Registration or (y) an Underwritten Takedown Offering (including a Marketed Underwritten Takedown Offering), the Company shall, as expeditiously as practicable: (a) use its commercially reasonable efforts to obtain, and to furnish to the Eligible Holders and each underwriter, “cold comfort” letters from its independent certified public accountants in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters; (b) cooperate with the sellers of Eligible Shares and the managing underwriter(s) to facilitate the timely preparation and delivery of certificates, to the extent permitted by applicable law, not bearing any restrictive legends representing the Eligible Shares to be sold, and cause such Eligible Shares to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Eligible Shares to the underwriter(s); (c) make reasonably available its employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriter(s) (taking into account the needs of the Company’s businesses and the requirements of the marketing process) in the marketing of Eligible Shares in such Underwritten Offering; (d) if at any time the information conveyed to a purchaser at the time of sale includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, promptly file with the SEC such amendments or supplements to such information as may be necessary so that the statements as so amended or supplemented will not, in light of the circumstances, be misleading; (e) execute an underwriting agreement in customary form and reasonably acceptable to the Company; and (f) subject to all the other provisions of this Agreement, use its commercially reasonable efforts to take all other steps necessary or advisable to effect the sale of such Eligible Shares contemplated hereby.

Offering Procedures. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to facilitate (x) an Underwritten Offering pursuant to a Demand Registration or (y) an Underwritten Takedown Offering (including a Marketed Underwritten Takedown Offering), the Company shall, as expeditiously as practicable: (a) use its commercially reasonable best efforts to obtain, and to furnish to the Eligible Holders and each underwriter, “cold comfort” letters from its independent certified public accountants in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters; (b) cooperate with the sellers of Eligible Shares and the managing underwriter(s) underwriter to facilitate the timely preparation and delivery of certificates, to the extent permitted by applicable law, not bearing any restrictive legends representing the Eligible Shares to be sold, and cause such Eligible Shares to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Eligible Shares to the underwriter(s)underwriters; (c) make reasonably available its employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriter(s) underwriters (taking into account the needs of the Company’s businesses and the requirements of the marketing process) in the marketing of Eligible Shares in such Underwritten Offering; (d) if at any time the information conveyed to a purchaser at the time of sale includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, promptly file with the SEC such amendments or supplements to such information as may be necessary so that the statements as so amended or supplemented will not, in light of the circumstances, be misleading; (e) execute an underwriting agreement in customary form and reasonably acceptable to the Company; and (f) subject to all the other provisions of this Agreement, use its commercially reasonable best efforts to take all other steps necessary or advisable to effect the sale of such Eligible Shares contemplated hereby.

Offering Procedures. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to facilitate (x) an Underwritten Offering underwritten offering pursuant to a Demand Registration or (y) an Underwritten Takedown Offering (including a Marketed Underwritten Takedown Offering), the Company shall, as expeditiously as practicable: (a) use its commercially reasonable best efforts to obtain, and to furnish to the Eligible Equity Holders and each underwriter, “cold comfort” letters from its independent certified public accountants in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters and legal opinion letters from its counsel in customary form and covering matters of the type customarily covered in such opinion letters; (b) cooperate with the sellers of Eligible Registrable Shares and the managing underwriter(s) underwriter to facilitate the timely preparation and delivery of certificates, to the extent permitted by applicable law, not bearing any restrictive legends representing the Eligible Registrable Shares to be sold, and cause such Eligible Registrable Shares to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Eligible Registrable Shares to the underwriter(s)underwriters; (c) make reasonably available its employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriter(s) underwriters (taking into account the needs of the Company’s businesses and the requirements of the marketing process) in the marketing of Eligible Registrable Shares in such Underwritten Offeringunderwritten offering; (d) if at any time the information conveyed to a purchaser at the time of sale includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, promptly file with the SEC such amendments or supplements to such information as may be necessary so that the statements as so amended or supplemented will not, in light of the circumstances, be misleading; (e) execute an underwriting agreement in customary form and reasonably acceptable to the Company; and (f) subject to all the other provisions of this Agreement, use its commercially reasonable best efforts to take all other steps necessary or advisable to effect the sale of such Eligible Registrable Shares contemplated hereby.

Offering Procedures. If and whenever the Company is under an obligation In connection with any Registration Statement or Hong Kong Filing which discloses a Selling Holder or pursuant to which a Selling Holder proposes to sell Registrable Securities or which facilitates the provisions sale of this Agreement to facilitate (x) an Underwritten Offering pursuant to Registrable Securities by a Demand Registration or (y) an Underwritten Takedown Offering (including a Marketed Underwritten Takedown Offering)Selling Holder, the Company shall, as expeditiously as practicablefollowing provisions shall apply: (a) The Company shall furnish or make available to each of the Selling Holders, not less than seventy-two (72) hours prior to the filing with the Commission or making an appropriate application to the SEHK, a copy of such pages of the Registration Statement or Hong Kong Relevant Documents that name or describe such Selling Holder in the form to be filed with the Commission or the SEHK, and shall furnish or make available to each of the Selling Holders, not less than 24 hours prior to the filing thereof with the Commission or the SEHK, copies of each amendment to such disclosure, and shall use its commercially reasonable commercial efforts to obtainreflect in each such document, at the Effective Time or when so filed with the Commission or the SEHK, as the case may be, such comments as such Selling Holder and to furnish to the Eligible Holders and each underwriter, “cold comfort” letters from its independent certified public accountants in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;counsel reasonably may propose. (b) The Company shall promptly take such action as may be necessary so that (i) each of (A) the Registration Statement, (B) the Prospectus forming part thereof, (C) any Hong Kong Relevant Documents, (D) any amendment or supplement thereto, and (E) each report or other document incorporated therein by reference in each case, complies in all material respects with the Securities Act, the Exchange Act, the Hong Kong Regulations, and the respective rules and regulations thereunder, as applicable, (ii) each of the Registration Statement and any amendment thereto does not, when it becomes effective, contain an 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 (iii) any Hong Kong Relevant Document and any amendment thereto does not, when it is filed with the SEHK or other regulatory or other body for the purpose of the Hong Kong Offering, contain an 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. (c) The Company shall promptly advise each of the Selling Holders, and shall confirm such advice in writing: (i) when the Registration Statement, any Hong Kong Relevant Documents and any amendment thereto has been filed with the Commission or the SEHK, and when the Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the Commission or the SEHK for amendments or supplements to the Registration Statement, the Prospectus included therein, any Hong Kong Relevant Documents, or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings by the Commission or the SEHK in relation to the Registration Statement or any Hong Kong Filing; and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the securities included in the Registration Statement or the Hong Kong Filing for sale in any jurisdiction or the initiation of any proceeding for such purpose. (d) The Company shall use its reasonable commercial efforts to prevent the issuance, and if issued to obtain the withdrawal, of any order suspending the effectiveness of the Registration Statement at the earliest possible time. (e) The Company shall, promptly after the Effective Time, deliver to each of the Selling Holders, without charge, one copy of the Prospectus (including each preliminary Prospectus) included in the Registration Statement and any amendment or supplement thereto; and the Company consents to the use of the Prospectus and any amendment or supplement thereto by the Selling Holder in connection with the offering and sale of the Registrable Securities covered by the Prospectus and any amendment or supplement thereto. (f) The Company shall, promptly after the registration thereof with the Companies Registry of Hong Kong, deliver to each of the Selling Holders, without charge, one copy of the prospectus relating to any Hong Kong Offering and any amendment or supplement thereto. (g) Prior to any offering of Registrable Securities pursuant to the Registration Statement and/or the prospectus relating to any Hong Kong Offering, the Company shall (i) register or qualify or cooperate with the sellers Selling Holders and their counsel in connection with the registration or qualification of Eligible Shares such Registrable Securities for offer and sale under the managing underwriter(ssecurities or "blue sky" laws of such jurisdictions within the United States, Hong Kong and/or other applicable jurisdictions as the Selling Holders may reasonably request, (ii) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers and sales in such jurisdictions for so long as may be necessary to enable the Selling Holders or the Managing Underwriter(s), if any, to complete their distribution of Registrable Securities pursuant to the Registration Statement and/or the prospectus relating to the Hong Kong Offering, and (iii) take any and all other actions necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities; provided, however, that in no event shall the Company be obligated to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify but for this Section 3.05(g) or (y) file any general consent to service of process in any jurisdiction where it is not as of the date hereof so subject. (h) The Company shall use its reasonable commercial efforts to cause all Registrable Securities covered by the Registration Statement or any Hong Kong Filing to be registered with or approved by such other foreign, federal or state governmental agencies or authorities as may reasonably be necessary in the opinion of the Company to enable Selling Holders to consummate the disposition of such Registrable Securities. (i) Unless any Registrable Securities shall be in book-entry only form the Company shall cooperate with the Selling Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities, or ADSs representing Registrable Securities, to be sold pursuant to any Offering, which certificates, to the extent permitted if so required by applicable lawany securities exchange upon which any Registrable Securities, not bearing or ADSs representing 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 be free of any restrictive legends representing the Eligible Shares to be sold, and cause such Eligible Shares to be issued in such permitted denominations and registered in such names as the Selling Holders may request in accordance connection with the underwriting agreement prior to any sale of Eligible Shares Registrable Securities, or ADSs representing Registrable Securities, pursuant to such Offering. (j) The Company shall promptly: (i) advise each of the Selling Holders, and shall confirm such advice in writing of the happening of any event or the existence of any state of facts that requires the making of any changes in the Registration Statement or the Prospectus included therein or any Hong Kong Relevant Documents so that, as of such date, such Registration Statement, Prospectus or Hong Kong Relevant Documents do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading (which advice shall be accompanied by an instruction to the underwriter(sSelling Holder to suspend the use of the Prospectus or any such Hong Kong Relevant Documents until the requisite changes have been made);; and (cii) make reasonably available its employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance upon the occurrence of any fact or event contemplated by the above paragraph, prepare a post-effective amendment or supplement to the underwriter(s) (taking into account the needs Registration Statement, Prospectus or Hong Kong Relevant Documents, or any document incorporated therein by reference, or file any other required document so that, as thereafter filed or delivered to purchasers of the Company’s businesses and Registrable Securities included therein, the requirements of the marketing process) in the marketing of Eligible Shares in such Underwritten Offering; (d) if at Prospectus or any time the information conveyed to a purchaser at the time of sale includes any Hong Kong Relevant Documents shall not include an untrue statement of a material fact or omits omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Company notifies the Selling Holders of the occurrence of any event contemplated by the above paragraph, such Selling Holders agree, as a consequence of the inclusion of any of its Registrable Securities in the Registration Statement, to suspend the use of the Prospectus or any such Hong Kong Relevant Documents until the requisite changes thereto have been made. (k) In the event of any underwritten Offering, the Company shall, if requested, promptly file with include or incorporate in a Prospectus supplement, post-effective amendment to the SEC such amendments Registration Statement, or supplements amendment to the Hong Kong Filing such information as may the Managing Underwriter(s) reasonably agree should be necessary so that included therein and to which the statements Company does not reasonably object and shall make all required filings of such Prospectus supplement, post-effective amendment, or amendment to the Hong Kong Filing as so amended or supplemented will not, in light soon as practicable after it is notified of the circumstancesmatters to be included or incorporated in such Prospectus supplement, be misleading;post-effective amendment, or amendment to the Hong Kong Filing. (el) execute The Company shall enter into such customary agreements (including an underwriting agreement in customary form in the event of an underwritten Offering conducted pursuant to Article III hereof) and take all other appropriate action in order to expedite and facilitate the registration and disposition of the Registrable Securities and any ADSs representing Registrable Securities. (m) The Company shall: (i) (A) make reasonably acceptable available for inspection by one counsel for all of the Selling Holders, all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and (B) cause the Company's officers, directors and employees to supply all information reasonably requested by such counsel for the Selling Holders in connection with the Offering, in each case, as is customary for similar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by the Company, in good faith, as confidential shall be kept confidential by the Selling Holders, unless such disclosure is made in connection with a court proceeding or required by law, or such records, information or documents become available to the Companypublic generally or through a third party without an accompanying obligation of confidentiality; (ii) in connection with any underwritten Offering conducted pursuant to Article III hereof, make such representations and warranties to the Selling Holders and to the Managing Underwriter(s), in form, substance and scope as are customarily made by the Company to underwriters in primary underwritten offerings of equity and convertible debt securities; (iii) in connection with any underwritten Offering conducted pursuant to Article III hereof, obtain opinions of counsel to the Company (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriter(s)), covering such matters as are customarily covered in opinions requested in primary underwritten offerings of equity and convertible debt securities and such other matters as may be reasonably requested by such underwriters; (iv) in connection with any underwritten Offering conducted pursuant to Article III hereof, obtain "cold comfort" letters and updates thereof from the independent public accountants of the Company (and, if necessary, from the independent public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement or prepared for any Hong Kong Filing), addressed to the underwriters, in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with primary underwritten offerings; and (fv) subject in connection with any underwritten Offering conducted pursuant to Article III hereof, deliver such documents and certificates as may be reasonably requested by the Managing Underwriter(s), if any, including, without limitation, certificates to evidence compliance with any conditions contained in the underwriting agreement or other agreements entered into by the Company. (n) The Company shall take all necessary actions such that the Selling Holders can sell any Registrable Securities in ADS form, including, without limitation, providing for the timely issuance of such ADSs by the depositary, listing such additional ADSs on the NYSE, provided, however, that, in accordance with Section 3.04(h), each Selling Holder shall pay its pro rata proportionate share (based on the total number of Shares sold in any Offering other provisions than for the account of this Agreement, use its commercially reasonable efforts to the Company) of any fees and expenses of the depositary in connection with such sale. (o) The Company shall take all other steps reasonably necessary or advisable to effect the registration, offering and sale of such Eligible Shares the Registrable Securities covered by any Offering contemplated hereby. (p) The Selling Holder or Selling Holders of Registrable Securities included in any Offering shall furnish to the Company such information regarding such Selling Holder or Selling Holders, the Registrable Securities held by them and the distribution proposed by such Selling Holder as the Company may reasonably request in writing and as shall be required in connection with any such registration, qualification or compliance required pursuant to this Article III.

Offering Procedures. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to facilitate (x) an Underwritten Offering pursuant to a Demand Registration or (y) an Underwritten Takedown Offering (including a Marketed Underwritten Takedown Offering), the Company shall, as expeditiously as practicable: (a) use its commercially reasonable best efforts to obtain, and to furnish to the Eligible Holders and each underwriter, “cold comfort” letters from its independent certified public accountants in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters; (b) cooperate with the sellers of Eligible Shares Securities and the managing underwriter(s) underwriter to facilitate the timely preparation and delivery of certificates, to the extent permitted by applicable law, not bearing any restrictive legends representing the Eligible Shares Securities to be sold, and cause such Eligible Shares Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Eligible Shares Securities to the underwriter(s)underwriters; (c) make reasonably available its employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriter(s) underwriters (taking into account the needs of the Company’s businesses and the requirements of the marketing process) in the marketing of Eligible Shares Securities in such Underwritten Offering; (d) if at any time the information conveyed to a purchaser at the time of sale includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, promptly file with the SEC such amendments or supplements to such information as may be necessary so that the statements as so amended or supplemented will not, in light of the circumstances, be misleading; (e) execute an underwriting agreement in customary form and reasonably acceptable to the Company; and (f) subject to all the other provisions of this Agreement, use its commercially reasonable best efforts to take all other steps necessary or advisable to effect the sale of such Eligible Shares Securities contemplated hereby.

Offering Procedures. If and whenever the Company (a) Whenever any Class A Common Stock is under an obligation to be offered pursuant to the provisions Section 3.2 or 3.3 of this Agreement to facilitate (x) an Underwritten Offering pursuant to a Demand Registration or (y) an Underwritten Takedown Offering (including a Marketed Underwritten Takedown Offering)Agreement, the Company shallBank shall use its reasonable best efforts to effect the offering and sale of such Class A Common Stock in accordance with the intended methods of disposition thereof, and pursuant thereto the Bank shall as expeditiously as practicablepossible: (ai) prepare and as soon as practicable (but in any event within thirty (30) calendar days after receipt of a request pursuant to Section 3.2 use its commercially reasonable efforts to obtain, and to furnish to make available an offering circular consistent with the Eligible Holders and each underwriter, “cold comfort” letters from its independent certified public accountants in customary form and at customary times and covering matters of the type customarily covered by cold comfort lettersFDIC Policy Statement; (bii) cooperate prepare supplements to such offering circular used in connection therewith as may be necessary to keep such offering circular compliant with the sellers FDIC Policy Statement for such a period as is necessary to complete the disposition of Eligible Shares the securities offered thereby (subject to Sections 3.2 of this Agreement) and comply with the managing underwriter(s) to facilitate provisions of the timely preparation and delivery of certificates, FDIC Policy Statement with respect to the extent permitted disposition of all securities covered by applicable law, not bearing any restrictive legends representing the Eligible Shares to be sold, and cause such Eligible Shares to be issued in offering circular during such denominations and registered in such names period in accordance with the underwriting agreement prior intended methods of disposition set forth therein; (iii) furnish to each seller of Class A Common Stock such number of copies of such offering circular, and each supplement thereto and such other documents as such seller may reasonably request in order to facilitate the disposition of the Class A Common Stock owned by such seller; (iv) use its reasonable best efforts to qualify such Class A Common Stock under such other securities or “blue sky” laws of such jurisdictions as any sale seller and any underwriter(s) reasonably requests and do any and all other acts and things which may be reasonably requested by such seller or underwriter that is necessary or advisable to enable such seller aid any underwriter(s) to consummate the disposition in such jurisdictions of Eligible Shares the Class A Common Stock owned by such seller (provided, that the Bank will not be required to the underwriter(s(A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (iv), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction); (cv) make reasonably available its employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriter(s) (taking into account the needs notify each seller of the Company’s businesses and the requirements of the marketing process) in the marketing of Eligible Shares in such Underwritten Offering; (d) if Class A Common Stock, at any time when an offering circular relating thereto, of the information conveyed to occurrence of any event as a purchaser at result of which the time of sale includes any offering circular contains an untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, at the request of any such seller, the Bank shall promptly file with the SEC such amendments or supplements prepare a supplement to such information offering circular so that, as may be thereafter delivered to the purchasers of such Class A Common Stock, such offering circular shall not contain an untrue statement of a material fact or omit to state any material fact necessary so that to make the statements as so amended or supplemented will nottherein, in light of the circumstancescircumstances under which they were made, be not misleading; (evi) execute in the case of an underwritten offering, enter into customary agreements (including underwriting agreement agreements in customary form) and take such other reasonable and customary actions as deemed advisable by the underwriter(s) in order to expedite or facilitate the disposition of such Class A Common Stock (including, without limitation and to the extent reasonably customary, effecting a stock split or a combination of shares and making members of senior management of the Bank available to participate in, and cause them to cooperate with the underwriters in connection with, “road-show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Class A Common Stock)) and cause to be delivered to the underwriters opinions of counsel to the Bank in customary form, covering such matters as are customarily covered by opinions for an underwritten public offering as the underwriters may request and addressed to the underwriters; (vii) to the extent reasonably customary, make available, for inspection by any seller of Class A Common Stock, any underwriter participating in any disposition pursuant to such offering circular, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Bank, and cause the Bank’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such offering; (viii) use its reasonable best efforts to cause all such Class A Common Stock to be listed on each securities exchange or quotation system on which securities of the same class issued by the Bank are then listed, or if no such similar securities are then listed, on a national securities exchange selected by the Bank; provided that the Workers United Related Parties acknowledge that each national securities exchange has listing standards, which may operate to limit the entities of which securities may be listed on such exchange, or which classes or series of such securities may be so listed, on the basis of size, operations, corporate governance, authorized or issued capital stock, number of stockholders or securities outstanding or otherwise, and the Workers United Related Parties hereby acknowledge and agree that the Bank will not be required to alter or seek to alter its size, operations or other quantitative measures of business, or its issued capital stock or number of stockholders or securities outstanding, in order to meet or seek to meet the listing standards of any national securities exchange; provided, further, that the Bank will not be obligated to effect a listing on more than one securities exchange; (ix) provide a transfer agent and registrar for all such Class A Common Stock not later than the closing date of the offering; (x) cooperate with the holders of Class A Common Stock being offered pursuant to the offering circular to issue and deliver, or cause its transfer agent to issue and deliver, certificates (or shares in book-entry form) representing Class A Common Stock to be offered pursuant to the offering circular within a reasonable time after the delivery of certificates (or shares in book-entry form) representing the Class A Common Stock to the transfer agent or the Bank, as applicable, and enable such certificates (or shares in book-entry form) to be in such denominations or amounts as the Workers United Related Parties may reasonably request and registered in such names as the Workers United Related Parties may request; (xi) if requested, cause to be delivered, immediately prior to the closing of the offering (and, in the case of an underwritten offering, at the time of delivery of any Class A Common Stock sold pursuant thereto), comfort letters from the Bank’s independent certified public accountants addressed to each underwriter, if any, stating that such accountants are independent public accountants within the meaning of the Exchange Act and the applicable rules and regulations thereunder, and otherwise in customary form and reasonably acceptable covering such financial and accounting matters as are customarily covered by letters of the independent certified public accountants delivered in connection with primary or secondary underwritten public offerings, as the case may be; (xii) promptly notify each seller of Class A Common Stock and the underwriter or underwriters, if any: (1) when the offering circular has become available; (2) of any written request by the FDIC for amendments or supplements to the Companyoffering circular or of any inquiry by the FDIC relating to the offering circular, with a copy of the same, and an oral or written summary of any such oral requests; (3) of the notification to the Bank by the FDIC of its initiation or threat of any proceeding with respect to the issuance by the FDIC of any stop order suspending the offering, of the issuance by the FDIC of a notification of objection to the use of the offering circular; and (f4) subject of the receipt by the Bank of any notification or threat with respect to all the other provisions suspension of this Agreement, the qualification of any Class A Common Stock for sale under the applicable securities or “blue sky” laws of any jurisdiction; (xiii) use its commercially reasonable best efforts to obtain the withdrawal of any order suspending the permissible use of the offering circular at the earliest possible moment; and (xiv) provide a CUSIP number for the Class A Common Stock and take such other customary actions as shall be reasonably requested by Workers United Related Parties holding a majority of the shares of Class A Common Stock to be sold or the underwriters in order to expedite or facilitate the disposition of such Class A Common Stock. (b) No offering circular (including any supplements thereto) shall 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; provided, however, that the foregoing shall not apply, with respect to any Workers United Related Party, for an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in reliance on and in conformity with written information furnished to the Bank by or on behalf of such Workers United Related Party specifically for use in such offering circular). (c) The Bank will promptly respond to any and all comments received from the FDIC on any offering circular, with a view towards causing such offering circular or any supplement thereto to be cleared for use by the FDIC as soon as practicable. (d) The Bank may require each seller of Class A Common Stock as to which any offering is being effected to furnish to the Bank any information regarding such seller and the distribution of such securities as the Bank may from time to time reasonably request in writing in order to comply with applicable securities laws and effect the offering of any Class A Common Stock pursuant to the terms hereof. (e) Each seller of Class A Common Stock agrees by having its stock offered pursuant to this Agreement that, upon written notice from the Bank, after consultation with outside counsel, of the happening of any event as a result of which the offering circular contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (a “Suspension Notice”), such seller will forthwith discontinue disposition of Class A Common Stock until such seller is advised in writing by the Bank that the use of the offering circular may be resumed and is furnished with a supplemented offering circular as required by Section 3.5(a)(iii) hereof, and, if so directed by the Bank, such seller will deliver to the Bank (at the Bank’s expense) all copies, other than permanent file copies then in such seller’s possession, of the offering circular covering such Class A Common Stock current at the time of receipt of such notice; provided, however, that the Bank shall promptly use its reasonable best efforts to take all such other steps necessary or advisable action so as to effect obviate the sale need for a Suspension Notice as soon as reasonably practicable in the good faith judgment of the Bank and promptly deliver sufficient copies of such Eligible Shares supplemented offering circular pursuant to Section 3.5(a)(iii) to such sellers to resume such disposition; and provided further that such postponement of sales of Class A Common Stock by the Workers United Related Parties shall not exceed ninety (90) calendar days in the aggregate in any one year. Each seller of Class A Common Stock further agrees by having its stock treated as Class A Common Stock hereunder that it shall maintain in confidence and not disclose the receipt of any Suspension Notice. If the Bank shall give any notice to suspend the disposition of Class A Common Stock pursuant to an offering circular, the Bank shall extend the period of time during which the Bank is required to maintain the offering circular current pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date such seller either is advised by the Bank that the use of the offering circular may be resumed or receives the copies of the supplemented or amended offering circular contemplated herebyby Section 3.5(a)(iii). In any event, the Bank shall not deliver more than three Suspension Notices in any one year. (f) If any such offering circular refers to any Workers United Related Party by name or otherwise as the holder of any securities of the Bank, then such Workers United Related Party shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Workers United Related Party, to the effect that the holding by such Workers United Related Party of such securities does not necessarily make such holder a “controlling person” of the Bank within the meaning of the Securities Act and is not to be construed as a recommendation by such Workers United Related Party of the investment quality of the Bank’s securities covered thereby and that such holding does not imply that such Workers United Related Party will assist in meeting any future financial requirements of the Bank, or (ii) in the event that such reference to such Workers United Related Party by name or otherwise is not required by the FDIC Policy Statement or any similar federal statute then in force, the deletion of the reference to such Workers United Related Party. (g) In connection with the preparation of each offering circular offering the Workers United Related Parties’ Class A Common Stock, the Bank will give such Workers United Related Parties and the underwriters, if any, and their respective counsel and accountants, drafts of such offering circulars for their review and comment prior to distribution (with a reasonable period of time to review and comment prior to such filing).