POLICIES WHICH ARE APPROPRIATE AND NECESSARY TO THE COMPANY'S BUSINESS
OPERATIONS AS OF THE CLOSING PURSUANT TO SECTION 5.8 OF THIS AGREEMENT, AND A
CERTIFICATION OF THE COMPANY'S INSURERS OR INSURANCE AGENTS CONFIRMING THAT
THOSE POLICIES ARE IN FULL FORCE AND EFFECT AND ALL PREMIUMS THEN DUE AND
PAYABLE UNDER THOSE POLICIES HAVE BEEN PAID.
4.9
TRANSACTION DOCUMENTS.
IFC SHALL HAVE RECEIVED EACH OF THE
TRANSACTION DOCUMENTS, DULY EXECUTED AND DELIVERED BY THE PARTIES THERETO.
4.10
PROCEEDINGS; DOCUMENTS.
IFC SHALL HAVE RECEIVED ALL DOCUMENTS
INCIDENT TO ALL CORPORATE AND OTHER PROCEEDINGS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED IN RELATION TO THE SUBSCRIPTION BY
IFC CONTEMPLATED
IN THIS AGREEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO IFC AND ITS LEGAL
COUNSEL.
4.11
USE OF PROCEEDS.
THE COMPANY SHALL HAVE CERTIFIED TO IFC IN
WRITING THAT THE PROCEEDS OF THE SUBSCRIPTION OF THE SHARES BY IFC SHALL NOT BE
USED IN REIMBURSEMENT OF, NOR SHALL BE USED FOR, EXPENDITURES IN THE TERRITORIES
OF ANY COUNTRY WHICH IS NOT A MEMBER OF THE WORLD BANK OR FOR GOODS PRODUCED IN
OR SERVICES SUPPLIED FROM ANY SUCH COUNTRY.
4.12
S&EA; ACTION PLAN.
THE COMPANY HAS COMPLETED AN S&EA AND DELIVERED
TO IFC AN ACTION PLAN, EACH IN FORM AND SUBSTANCE ACCEPTABLE TO IFC, (II) THE
COMPANY AND IFC HAVE AGREED ON THE FORM OF ANNUAL MONITORING REPORT AND (III)
THE COMPANY HAS IMPLEMENTED AN S&EA MANAGEMENT SYSTEM ACCEPTABLE TO IFC.
SECTION 5.
CERTAIN COVENANTS OF THE COMPANY.
5.1
LISTING OF COMMON STOCK.
THE COMPANY SHALL USE ITS REASONABLE
BEST EFFORTS TO CAUSE THE COMMON STOCK TO BE LISTED ON THE AMERICAN STOCK
EXCHANGE (OR, IF SUCH LISTING CANNOT BE OBTAINED, UPON NASDAQ OR ANOTHER
EXCHANGE ACCEPTABLE TO IFC) AS SOON AS PRACTICABLE FOLLOWING THE DATE HEREOF.
THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE THE SHARES TO BE
LISTED OR INCLUDED ON EACH SECURITIES EXCHANGE OR AUTOMATED QUOTATION SYSTEM ON
WHICH SIMILAR SECURITIES ISSUED BY THE COMPANY ARE THEN LISTED OR INCLUDED.
5.2
SHELF REGISTRATION.
THE COMPANY SHALL PREPARE AND FILE OR CAUSE
TO BE PREPARED AND FILED WITH THE SEC, AS SOON AS PRACTICABLE BUT IN ANY EVENT
NO LATER THAN SIXTY (60) DAYS AFTER THE CLOSING DATE (THE "REGISTRATION
STATEMENT FILING DEADLINE"), A REGISTRATION STATEMENT ON FORM S-1 (OR SUCH OTHER
FORM AS THE COMPANY IS THEN ELIGIBLE TO USE) FOR AN OFFERING TO BE MADE ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 OF THE SECURITIES ACT
REGISTERING THE RESALE FROM TIME TO TIME BY IFC OF THE SHARES PURSUANT TO PLANS
OF DISTRIBUTION ACCEPTABLE TO IFC (THE "REGISTRATION STATEMENT"). IFC AGREES TO
PROMPTLY PROVIDE TO THE COMPANY, IN WRITING, SUCH INFORMATION AS THE COMPANY MAY
REASONABLY REQUEST FOR INCLUSION IN THE REGISTRATION STATEMENT. THE COMPANY
SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE THE REGISTRATION STATEMENT TO BE
DECLARED EFFECTIVE UNDER THE SECURITIES ACT NO LATER THAN SIXTY
12
(60) DAYS AFTER ITS FILING DATE OR IN THE EVENT OF SEC REVIEW, NINETY (90) DAYS
FROM