AS ANY PURCHASER OWNS SECURITIES, IF THE COMPANY IS
NOT REQUIRED TO FILE REPORTS PURSUANT TO THE EXCHANGE ACT, IT WILL PREPARE AND
FURNISH TO THE PURCHASERS AND MAKE PUBLICLY AVAILABLE IN ACCORDANCE WITH RULE
144(C) SUCH INFORMATION AS IS REQUIRED FOR THE PURCHASERS TO SELL THE SECURITIES
UNDER RULE 144. THE COMPANY FURTHER COVENANTS THAT IT WILL TAKE SUCH FURTHER
ACTION AS ANY HOLDER OF SECURITIES MAY REASONABLY REQUEST, TO THE EXTENT
REQUIRED FROM TIME TO TIME TO ENABLE SUCH PERSON TO SELL SUCH SECURITIES WITHOUT
REGISTRATION UNDER THE SECURITIES ACT WITHIN THE REQUIREMENTS OF THE EXEMPTION
PROVIDED BY RULE 144.
4.3
INTEGRATION.
THE COMPANY SHALL NOT SELL,
OFFER FOR SALE OR SOLICIT OFFERS TO BUY OR OTHERWISE NEGOTIATE IN RESPECT OF ANY
SECURITY (AS DEFINED IN SECTION 2 OF THE SECURITIES ACT) THAT WOULD BE
INTEGRATED WITH THE OFFER OR SALE OF THE SECURITIES IN A MANNER THAT WOULD
REQUIRE THE REGISTRATION UNDER THE SECURITIES ACT OF THE SALE OF THE SECURITIES
TO THE PURCHASERS OR THAT WOULD BE INTEGRATED WITH THE OFFER OR SALE OF THE
SECURITIES FOR PURPOSES OF THE RULES AND REGULATIONS OF ANY TRADING MARKET SUCH
THAT IT WOULD REQUIRE SHAREHOLDER APPROVAL PRIOR TO THE CLOSING OF SUCH OTHER
TRANSACTION UNLESS SHAREHOLDER APPROVAL IS OBTAINED BEFORE THE CLOSING OF SUCH
SUBSEQUENT TRANSACTION.
4.4
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE
COMPANY SHALL (I) BY 8:30 A.M. (NEW YORK CITY TIME) ON THE TRADING DAY
IMMEDIATELY FOLLOWING THE DATE HEREOF, ISSUE A PRESS RELEASE DISCLOSING THE
MATERIAL TERMS OF THE TRANSACTIONS CONTEMPLATED HEREBY AND (II) BY 8:30 A.M.
(NEW YORK CITY TIME) ON THE FOURTH TRADING DAY IMMEDIATELY FOLLOWING THE DATE
HEREOF, ISSUE A CURRENT REPORT ON FORM 8-K, DISCLOSING THE MATERIAL TERMS OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND FILING THE TRANSACTION DOCUMENTS AS
EXHIBITS THERETO.
THE COMPANY AND EACH PURCHASER SHALL CONSULT WITH EACH OTHER
IN ISSUING ANY OTHER PRESS RELEASES WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY, AND NEITHER THE COMPANY NOR ANY PURCHASER SHALL ISSUE ANY
SUCH PRESS RELEASE OR OTHERWISE MAKE ANY SUCH PUBLIC STATEMENT WITHOUT THE PRIOR
CONSENT OF THE COMPANY, WITH RESPECT TO ANY PRESS RELEASE OF ANY PURCHASER, OR
WITHOUT THE PRIOR CONSENT OF EACH PURCHASER, WITH RESPECT TO ANY PRESS RELEASE
OF THE COMPANY, WHICH CONSENT SHALL NOT UNREASONABLY BE WITHHELD OR DELAYED,
EXCEPT IF SUCH DISCLOSURE IS REQUIRED BY LAW, IN WHICH CASE THE DISCLOSING PARTY
SHALL PROMPTLY PROVIDE THE OTHER PARTY WITH PRIOR NOTICE OF SUCH PUBLIC
STATEMENT OR COMMUNICATION.
NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL
NOT PUBLICLY DISCLOSE THE NAME OF ANY PURCHASER, OR INCLUDE THE NAME OF ANY
PURCHASER IN ANY FILING WITH THE COMMISSION OR ANY REGULATORY AGENCY OR TRADING
MARKET, WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH PURCHASER, EXCEPT (I) AS
REQUIRED BY FEDERAL SECURITIES LAW IN CONNECTION WITH (A) ANY REGISTRATION
STATEMENT CONTEMPLATED BY THE REGISTRATION RIGHTS AGREEMENT AND (B) THE FILING
OF
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FINAL TRANSACTION DOCUMENTS (INCLUDING SIGNATURE PAGES THERETO) WITH THE
COMMISSION AND (II) TO THE EXTENT SUCH DISCLOSURE