of each of Loomis and Zazove, on behalf
of its respective Advisory Clients) and not with a view to, or for sale in
connection with any distribution of the Notes, but subject, nevertheless, to any
requirement of law that the disposition of such Investor's property shall at all
times be within such Investor's control.
Such Investor has no present
agreement, undertaking, arrangement, obligation or commitment providing for the
disposition of the Notes.
4.8.
Investor Status. In the case of each of Loomis and Zazove, each of
its respective Advisory Clients is an institutional "accredited investor" as
defined in Rule 501 under the Securities Act.
4.9.
Accuracy of Information Supplied for Registration Statement.
In
the case of Fairfax (the "Holder"), the information regarding such Investor and
its Affiliates supplied or to be supplied by it in writing specifically for
inclusion or incorporation by reference into that
7
CERTAIN REGISTRATION STATEMENT REFERRED TO IN SECTION 5.5 HEREIN WILL NOT, AS OF
THE DATE OF SUCH REGISTRATION STATEMENT, CONTAIN ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN
OR NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN NOT MISLEADING.
5.
COVENANTS.
5.1.
Governmental Approvals.
(A)
AS SOON AS PRACTICABLE AFTER THE EXECUTION OF THIS AGREEMENT, THE
COMPANY AND EACH INVESTOR SHALL FILE ALL APPLICATIONS AND REPORTS AND TAKE SUCH
OTHER ACTION WHICH IS REASONABLY REQUIRED TO BE TAKEN OR FILED WITH ANY
GOVERNMENTAL AUTHORITY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
THE COMPANY AND EACH INVESTOR SHALL GIVE ALL ADDITIONAL NOTICES TO
THIRD PARTIES AND TAKE OTHER ACTION REASONABLY REQUIRED TO BE OR TAKEN BY IT
UNDER ANY AUTHORIZATION, LEASE, NOTE, MORTGAGE, INDENTURE, AGREEMENT OR OTHER
INSTRUMENT OR ANY LAW, RULE, REGULATION, DEMAND OR COURT OR ADMINISTRATIVE ORDER
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(B)
FOLLOWING THE CLOSING, IN CONNECTION WITH THE CONVERSION OF THE
NOTES TO THE EXTENT REQUIRED BY APPLICABLE LAW, THE COMPANY AND EACH INVESTOR
SHALL (I) MAKE ANY REQUIRED FILING WITH THE U.S. FEDERAL TRADE COMMISSION
("FTC"), DEPARTMENT OF JUSTICE ("DOJ") AND ANY OTHER GOVERNMENTAL AUTHORITY
REQUIRED UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS
AMENDED (THE "HSR ACT") OR ANY OTHER APPLICABLE LAW WITH RESPECT TO SUCH
CONVERSION OF THE NOTES, (II) AS PROMPTLY AS PRACTICABLE MAKE OR CAUSE THEIR
AFFILIATES TO MAKE ANY FILING OR NOTICE REQUIRED UNDER ANY OTHER ANTITRUST OR
COMPETITION LAW OR OTHER LAW OR REGULATION AGREED BY THE PARTIES TO BE
APPLICABLE TO SUCH CONVERSION OF THE NOTES AND (C) PROVIDE ANY SUPPLEMENTAL
INFORMATION REQUESTED IN CONNECTION WITH THE HSR ACT OR SUCH OTHER ANTITRUST,
COMPETITION OR OTHER LAWS OR REGULATIONS AS PROMPTLY AS PRACTICABLE AFTER SUCH
REQUEST IS MADE.
EACH OF THE COMPANY AND THE INVESTORS SHALL, AND SHALL CAUSE
ITS AFFILIATES TO, FURNISH TO THE OTHER SUCH INFORMATION AND ASSISTANCE AS THE
OTHER MAY REASONABLY REQUEST IN CONNECTION WITH ITS PREPARATION OF ANY FILING OR
SUBMISSION WHICH IS NECESSARY UNDER THE HSR ACT OR