SECTION 4.5(A)(III) ABOVE AND ON
THE SAME TERMS SET FORTH IN THE DOCUMENTATION PROVIDED TO THE PURCHASERS.
(VI)
ANY OFFERED SECURITIES NOT ACQUIRED BY THE PURCHASERS OR OTHER
PERSONS IN ACCORDANCE WITH SECTION 4.5(A)(III) ABOVE MAY NOT BE ISSUED, SOLD OR
EXCHANGED UNTIL THEY ARE AGAIN OFFERED TO THE PURCHASERS UNDER THE PROCEDURES
SPECIFIED IN THIS AGREEMENT.
(B)
THE RESTRICTIONS CONTAINED IN PARAGRAPH (A) OF THIS SECTION SHALL
NOT APPLY TO EXCLUDED STOCK.
THE RIGHTS PERIOD SET FORTH IN THE PRECEDING
PARAGRAPH (A) SHALL BE EXTENDED FOR THE NUMBER OF TRADING DAYS DURING SUCH
PERIOD IN WHICH (I) TRADING IN THE COMMON STOCK IS SUSPENDED BY ANY TRADING
MARKET, (II) THE REGISTRATION STATEMENT IS NOT EFFECTIVE, OR (III) THE
PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT MAY NOT BE USED BY THE
PURCHASERS FOR THE RESALE OF REGISTRABLE SECURITIES THEREUNDER.
4.6
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE COMPANY SHALL, ON OR
BEFORE 9:30A.M., NEW YORK TIME, ON FEBRUARY 23, 2004, ISSUE A PRESS RELEASE
ACCEPTABLE TO THE PURCHASERS DISCLOSING ALL MATERIAL TERMS OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
ON THE CLOSING DATE, THE COMPANY SHALL FILE A CURRENT
REPORT ON FORM 8-K WITH THE COMMISSION (THE "8-K FILING") DESCRIBING THE TERMS
OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND INCLUDING AS
EXHIBITS TO SUCH CURRENT REPORT ON FORM 8-K THIS AGREEMENT AND THE FORM OF
WARRANTS, IN THE FORM REQUIRED BY THE EXCHANGE ACT.
THEREAFTER, THE COMPANY
SHALL TIMELY FILE ANY FILINGS AND NOTICES REQUIRED BY THE COMMISSION OR
APPLICABLE LAW WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY AND PROVIDE
COPIES THEREOF TO THE PURCHASERS PROMPTLY AFTER FILING.
EXCEPT WITH RESPECT TO
THE 8-K FILING (A COPY OF WHICH WILL BE PROVIDED TO THE PURCHASERS FOR THEIR
REVIEW AS EARLY AS PRACTICABLE PRIOR TO ITS FILING), THE COMPANY SHALL, AT LEAST
TWO TRADING DAYS PRIOR TO THE FILING OR DISSEMINATION OF ANY DISCLOSURE REQUIRED
BY THIS PARAGRAPH, PROVIDE A COPY THEREOF TO THE PURCHASERS FOR THEIR REVIEW.
THE COMPANY AND THE PURCHASERS SHALL CONSULT WITH EACH OTHER IN ISSUING ANY
PRESS RELEASES OR OTHERWISE MAKING PUBLIC STATEMENTS OR FILINGS AND OTHER
COMMUNICATIONS WITH THE COMMISSION OR ANY REGULATORY AGENCY OR TRADING MARKET
WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND NEITHER PARTY SHALL
ISSUE ANY SUCH PRESS RELEASE OR OTHERWISE MAKE ANY SUCH PUBLIC STATEMENT, FILING
OR OTHER COMMUNICATION WITHOUT THE PRIOR CONSENT OF THE OTHER, EXCEPT IF (I)
SUCH DISCLOSURE IS REQUIRED BY LAW OR TRADING MARKET REGULATIONS, IN WHICH CASE
THE DISCLOSING PARTY SHALL PROMPTLY PROVIDE THE OTHER PARTY WITH PRIOR NOTICE OF
SUCH PUBLIC STATEMENT, FILING OR OTHER COMMUNICATION OR (II) SUCH DISCLOSURE IS
IN SUBSTANTIAL CONFORMITY WITH THE 8-K FILING.
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 TO THE EXTENT SUCH DISCLOSURE (BUT NOT ANY DISCLOSURE AS TO THE
CONTROLLING PERSONS THEREOF)