THAT UNTIL SUCH TIME AS THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT ARE PUBLICLY DISCLOSED BY THE COMPANY AS
DESCRIBED IN SECTION 4.4, SUCH PURCHASER HAS MAINTAINED AND WILL MAINTAIN THE
CONFIDENTIALITY OF THE EXISTENCE AND TERMS OF THIS TRANSACTION AND THE
INFORMATION INCLUDED IN THE DISCLOSURE SCHEDULES.
EACH PURCHASER SEVERALLY AND
NOT JOINTLY WITH ANY OTHER PURCHASER,
26
UNDERSTANDS AND ACKNOWLEDGES, AND AGREES, TO ACT IN A MANNER THAT WILL NOT
VIOLATE THE POSITIONS OF THE COMMISSION AS SET FORTH IN ITEM 65, SECTION A, OF
THE MANUAL OF PUBLICLY AVAILABLE TELEPHONE INTERPRETATIONS, DATED JULY 1997,
COMPILED BY THE OFFICE OF CHIEF COUNSEL, DIVISION OF CORPORATION FINANCE.
NOTWITHSTANDING THE FOREGOING, NO PURCHASER MAKES ANY REPRESENTATION, WARRANTY
OR COVENANT HEREBY THAT IT WILL NOT ENGAGE IN SHORT SALES IN THE SECURITIES OF
THE COMPANY AFTER THE TIME THAT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
ARE FIRST PUBLICLY ANNOUNCED AS DESCRIBED IN SECTION 4.4.
NOTWITHSTANDING THE
FOREGOING, IN THE CASE OF A PURCHASER THAT IS A MULTI-MANAGED INVESTMENT VEHICLE
WHEREBY SEPARATE PORTFOLIO MANAGERS MANAGE SEPARATE PORTIONS OF SUCH PURCHASER'S
ASSETS AND THE PORTFOLIO MANAGERS HAVE NO DIRECT KNOWLEDGE OF THE INVESTMENT
DECISIONS MADE BY THE PORTFOLIO MANAGERS MANAGING OTHER PORTIONS OF SUCH
PURCHASER'S ASSETS, THE COVENANT SET FORTH ABOVE SHALL ONLY APPLY WITH RESPECT
TO THE PORTION OF ASSETS MANAGED BY THE PORTFOLIO MANAGER THAT MADE THE
INVESTMENT DECISION TO PURCHASE THE SECURITIES COVERED BY THIS AGREEMENT.
4.15
DELIVERY OF SECURITIES AFTER CLOSING.
THE COMPANY SHALL DELIVER,
OR CAUSE TO BE DELIVERED, THE RESPECTIVE SECURITIES PURCHASED BY EACH PURCHASER
TO SUCH PURCHASER WITHIN 3 TRADING DAYS OF THE CLOSING DATE.
4.16
FORM D; BLUE SKY FILINGS.
THE COMPANY AGREES TO TIMELY FILE A FORM
D WITH RESPECT TO THE SECURITIES AS REQUIRED UNDER REGULATION D AND TO PROVIDE A
COPY THEREOF, PROMPTLY UPON REQUEST OF ANY PURCHASER. THE COMPANY SHALL TAKE
SUCH ACTION AS THE COMPANY SHALL REASONABLY DETERMINE IS NECESSARY IN ORDER TO
OBTAIN AN EXEMPTION FOR, OR TO QUALIFY THE SECURITIES FOR, SALE TO THE
PURCHASERS AT THE CLOSING UNDER APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF THE
STATES OF THE UNITED STATES, AND SHALL PROVIDE EVIDENCE OF SUCH ACTIONS PROMPTLY
UPON REQUEST OF ANY PURCHASER.
4.17
CAPITAL CHANGES.
UNTIL THE ONE YEAR ANNIVERSARY OF THE CLOSING
DATE, THE COMPANY SHALL NOT UNDERTAKE A REVERSE OR FORWARD STOCK SPLIT OR
RECLASSIFICATION OF THE COMMON STOCK WITHOUT THE PRIOR WRITTEN CONSENT OF THE
PURCHASERS HOLDING A MAJORITY IN INTEREST OF THE SHARES UNLESS REASONABLY
REQUIRED IN ORDER TO MAINTAIN A LISTING OF THE COMMON STOCK ON THE AMERICAN
STOCK EXCHANGE. NO SUCH SEPARATE APPROVAL REQUIREMENT SHALL EXIST FOR ANY OTHER
PROPOSED CORPORATE ACTIONS, INCLUDING, WITHOUT LIMITATION, ANY PROPOSED
AMENDMENTS TO THE COMPANY'S CERTIFICATE OF INCORPORATION FOR THE PURPOSE OF
INCREASING THE AUTHORIZED CAPITAL STOCK OF THE COMPANY.
ARTICLE V.
MISCELLANEOUS
5.1
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED BY ANY PURCHASER,
AS TO SUCH PURCHASER'S OBLIGATIONS HEREUNDER ONLY AND WITHOUT ANY EFFECT
WHATSOEVER ON THE OBLIGATIONS BETWEEN THE COMPANY AND THE