SOLD BY THE HOLDER WITHOUT RESTRICTION OR REGISTRATION UNDER RULE 144(K) UNDER
THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION).
(F)
OWNERSHIP AND TRANSFER LIMITATIONS.
THE INVESTOR HAS RECEIVED A
COPY OF THE BY-LAWS OF THE COMPANY, AND UNDERSTANDS, AND WILL BE IN COMPLIANCE
WITH, THE RESTRICTIONS ON TRANSFER AND OWNERSHIP OF THE COMPANY'S CAPITAL STOCK
INCLUDED THEREIN AT THE CLOSING AND AT ALL TIMES THEREAFTER.
11
(G)
INTERESTS IN THE COMPANY.
THE INVESTOR DOES NOT OWN, DIRECTLY OR
INDIRECTLY, ANY CAPITAL STOCK OF THE COMPANY.
ARTICLE V
COVENANTS OF THE COMPANY
The Company covenants and agrees as follows:
SECTION 5.01.
.MAINTAIN LISTING.
THE COMPANY WILL USE COMMERCIALLY
REASONABLE EFFORTS TO (X) MAINTAIN THE LISTING AND TRADING OF ITS COMMON STOCK
ON THE NYSE, FOR SO LONG AS THE COMPANY QUALIFIES FOR SUCH LISTING UNDER THE
RULES AND REGULATIONS OF THE NYSE AND (Y) COMPLY IN ALL MATERIAL RESPECTS WITH
THE COMPANY'S REPORTING, FILING, AND OTHER OBLIGATIONS, UNDER THE RULES AND
REGULATIONS OF THE NYSE.
IN THE EVENT THAT THE COMMON STOCK IS NO LONGER
ELIGIBLE FOR LISTING AND TRADING ON THE NYSE, THE COMPANY WILL USE COMMERCIALLY
REASONABLE EFFORTS TO SECURE THE LISTING OR QUOTATION OF THE COMMON STOCK ON THE
NASDAQ NATIONAL MARKET, THE NASDAQ SMALLCAP MARKET OR THE AMERICAN STOCK
EXCHANGE (IF SUCH LISTING IS PERMITTED BY THE BYLAWS, RULES OR REGULATIONS OF
ANY OF THE FOREGOING) AND TO COMPLY IN ALL MATERIAL RESPECTS WITH THE COMPANY'S
REPORTING, FILING AND OTHER OBLIGATIONS UNDER THE BYLAWS OR RULES OF SUCH
EXCHANGES OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., AS
APPLICABLE.
THE COMPANY WILL PROMPTLY PROVIDE TO THE INVESTOR COPIES OF ANY
NOTICES IT RECEIVES FROM THE NYSE AND ANY OTHER EXCHANGE OR QUOTATION SYSTEM ON
WHICH THE COMMON STOCK IS THEN LISTED REGARDING THE CONTINUED ELIGIBILITY OF THE
COMMON STOCK FOR LISTING ON SUCH EXCHANGES OR QUOTATION SYSTEMS.
SECTION 5.02.
SECURE LISTING.
FOLLOWING THE EXECUTION OF THIS
AGREEMENT, THE COMPANY SHALL PROMPTLY FILE WITH THE NYSE AN APPLICATION TO LIST
THE SHARES ON THE NYSE.
SECTION 5.03.
AS LONG AS THE INVESTOR OWNS THE SHARES, THE COMPANY
COVENANTS TO TIMELY FILE (OR OBTAIN EXTENSIONS IN RESPECT THEREOF AND FILE
WITHIN THE APPLICABLE GRACE PERIOD) ALL REPORTS REQUIRED TO BE FILED BY THE
COMPANY AFTER THE DATE HEREOF PURSUANT TO THE EXCHANGE ACT AND TO DELIVER, UPON
REASONABLE REQUEST FROM THE INVESTOR, A WRITTEN CERTIFICATION OF A DULY
AUTHORIZED OFFICER AS TO WHETHER IT HAS COMPLIED WITH ITS FILING OBLIGATIONS
UNDER THE EXCHANGE ACT.
AS LONG AS THE INVESTOR OWNS SHARES, IF THE COMPANY IS
NOT REQUIRED TO FILE REPORTS PURSUANT TO SUCH LAWS, IT WILL PREPARE AND FURNISH
TO THE INVESTOR AND MAKE PUBLICLY AVAILABLE IN ACCORDANCE WITH RULE 144(C) UNDER
THE SECURITIES ACT SUCH INFORMATION AS IS REQUIRED FOR THE INVESTOR TO SELL THE
SHARES UNDER RULE 144 UNDER THE SECURITIES ACT.
THE COMPANY FURTHER COVENANTS
THAT IT WILL TAKE SUCH FURTHER ACTION AS THE INVESTOR MAY REASONABLY REQUEST, TO
THE EXTENT REQUIRED FROM TIME TO