PURCHASER WITH PRIOR NOTICE OF SUCH DISCLOSURE.
4.9
NON-PUBLIC INFORMATION.
THE COMPANY
COVENANTS AND AGREES THAT OTHER THAN AS IT RELATES TO THE TRANSACTION DOCUMENTS
NEITHER IT NOR ANY OTHER PERSON ACTING ON ITS BEHALF WILL PROVIDE ANY PURCHASER
OR ITS AGENTS OR COUNSEL WITH ANY INFORMATION THAT THE COMPANY BELIEVES
CONSTITUTES MATERIAL NON-PUBLIC INFORMATION, UNLESS PRIOR THERETO SUCH PURCHASER
SHALL HAVE EXECUTED A WRITTEN AGREEMENT REGARDING THE CONFIDENTIALITY AND USE OF
SUCH INFORMATION.
THE COMPANY UNDERSTANDS AND CONFIRMS THAT EACH PURCHASER
SHALL BE RELYING ON THE FOREGOING REPRESENTATIONS IN EFFECTING TRANSACTIONS IN
SECURITIES OF THE COMPANY.
4.10
USE OF PROCEEDS.
THE COMPANY SHALL USE THE NET
PROCEEDS FROM THE SALE OF THE SECURITIES HEREUNDER FOR WORKING CAPITAL PURPOSES,
BUT NOT TO REDEEM ANY COMPANY EQUITY OR EQUITY-EQUIVALENT SECURITIES. PRIOR TO
THE RECEIPT OF SHAREHOLDER APPROVAL, THE COMPANY SHALL NOT DECLARE OR PAY ANY
CASH DIVIDEND ON ITS SHARES OF COMMON STOCK WHILE ANY DEBENTURES REMAIN
OUTSTANDING.
4.11
REIMBURSEMENT.
IF ANY PURCHASER BECOMES INVOLVED
IN ANY CAPACITY IN ANY PROCEEDING BY OR AGAINST ANY PERSON WHO IS A SHAREHOLDER
OF THE COMPANY, SOLELY AS A RESULT OF SUCH PURCHASER'S ACQUISITION OF THE
SECURITIES UNDER THIS AGREEMENT AND WITHOUT CAUSATION BY ANY OTHER ACTIVITY,
OBLIGATION, CONDITION OR LIABILITY PERTAINING TO SUCH PURCHASER, THE COMPANY
WILL REIMBURSE SUCH PURCHASER, TO THE EXTENT SUCH REIMBURSEMENT IS NOT PROVIDED
FOR IN SECTION 4.12,
21
FOR ITS REASONABLE LEGAL AND OTHER EXPENSES (INCLUDING THE COST OF ANY
INVESTIGATION, PREPARATION AND TRAVEL IN CONNECTION THEREWITH) INCURRED IN
CONNECTION THEREWITH, AS SUCH EXPENSES ARE INCURRED. THE REIMBURSEMENT
OBLIGATIONS OF THE COMPANY UNDER THIS PARAGRAPH SHALL BE IN ADDITION TO ANY
LIABILITY WHICH THE COMPANY MAY OTHERWISE HAVE, SHALL EXTEND UPON THE SAME TERMS
AND CONDITIONS TO ANY AFFILIATES OF THE PURCHASERS WHO ARE ACTUALLY NAMED IN
SUCH ACTION, PROCEEDING OR INVESTIGATION, AND PARTNERS, DIRECTORS, AGENTS,
EMPLOYEES AND CONTROLLING PERSONS (IF ANY), AS THE CASE MAY BE, OF THE
PURCHASERS AND ANY SUCH AFFILIATE, AND SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF ANY SUCCESSORS, ASSIGNS, HEIRS AND PERSONAL REPRESENTATIVES OF THE
COMPANY, THE PURCHASERS AND ANY SUCH AFFILIATE AND ANY SUCH PERSON.
IF THE
COMPANY IS ALSO INVOLVED IN ANY SUCH PROCEEDING, THEN ABSENT A CONFLICT OF
INTEREST, PURCHASERS AGREE TO USE COMPANY'S COUNSEL IN CONNECTION THEREWITH.
THE COMPANY ALSO AGREES THAT NEITHER THE PURCHASERS NOR ANY SUCH AFFILIATES,
PARTNERS, DIRECTORS, AGENTS, EMPLOYEES OR CONTROLLING PERSONS SHALL HAVE ANY
LIABILITY TO THE COMPANY OR ANY PERSON ASSERTING CLAIMS ON BEHALF OF OR IN RIGHT
OF THE COMPANY SOLELY AS A RESULT OF ACQUIRING THE SECURITIES UNDER THIS
AGREEMENT.
4.12
INDEMNIFICATION OF PURCHASERS.
SUBJECT TO THE
PROVISIONS OF THIS SECTION 4.12, THE COMPANY WILL INDEMNIFY AND HOLD THE
PURCHASERS AND THEIR DIRECTORS, OFFICERS, SHAREHOLDERS, PARTNERS, EMPLOYEES AND
AGENTS (EACH, A "PURCHASER PARTY") HARMLESS FROM ANY AND ALL LOSSES,
LIABILITIES, OBLIGATIONS, CLAIMS, CONTINGENCIES, DAMAGES, COSTS AND EXPENSES,
INCLUDING ALL JUDGMENTS, AMOUNTS PAID IN SETTLEMENTS, COURT COSTS AND REASONABLE
ATTORNEYS' FEES AND COSTS OF INVESTIGATION THAT ANY