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.
4.16
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.
4.17
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.
4.18
CAPITAL CHANGES.
UNTIL THE ONE-YEAR ANNIVERSARY
OF THE EFFECTIVE 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.
4.19
REDEMPTION OF COMMON STOCK IN ACCORDANCE WITH
ARTICLE XI.
THE COMPANY SHALL EXERCISE THE RIGHT TO REDEEM THE SECURITIES, AS
SET FORTH IN SECTION 3.2(I), IN ACCORDANCE WITH ARTICLE XI.
AS PROVIDED IN
ARTICLE XI, THE COMPANY SHALL PROVIDE AT LEAST 30 DAYS PRIOR WRITTEN NOTICE TO
THE PURCHASER PRIOR TO REDEEMING THE SECURITIES AND, DURING SUCH 30-DAY PERIOD,
THE PURCHASER HAS THE RIGHTS TO DISPOSE OF SUCH SECURITIES OF ITS OWN ACCORD.
THE COMPANY SHALL NOT
28
REDEEM ANY OF THE SECURITIES UNLESS (A) A PURCHASER REFUSES TO PROVIDE ANY
INFORMATION REQUESTED BY THE GAMING AUTHORITIES OR (B) THE BOARD OF DIRECTORS OF
THE COMPANY MAKES A REASONABLE, GOOD FAITH DETERMINATION, IN RESPONSE TO A
WRITTEN REQUEST OR NOTICE FROM THE GAMING AUTHORITIES TO THE COMPANY OR SUCH
PURCHASER, THAT THE CONTINUED OWNERSHIP OF THE SECURITIES BY SUCH PURCHASER MAY
RESULT IN (1) THE DISAPPROVAL OR NON-RENEWAL OF ANY GAMING CONTRACT OR (2) THE
DISAPPROVAL, LOSS, MODIFICATION, NON-RENEWAL OR NON-REINSTATEMENT OF ANY GAMING
LICENSE, APPROVAL, FRANCHISE OR CONSENT FROM ANY GAMING AUTHORITY.
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
OTHER PURCHASERS, BY WRITTEN NOTICE TO