SALE
OF THE SECURITIES TO THE PURCHASERS, OR THAT WOULD BE INTEGRATED WITH THE OFFER
OR SALE OF THE SECURITIES FOR PURPOSES OF THE RULES AND REGULATIONS OF ANY
PRINCIPAL MARKET.
4.5
RESERVATION AND LISTING OF SECURITIES.
(A)
THE COMPANY SHALL RESERVE FROM ITS
AUTHORIZED SHARE CAPITAL ("MAATSCHAPPELIJK KAPITAAL") SHARES OF COMMON STOCK FOR
ISSUANCE PURSUANT TO THE TRANSACTION DOCUMENTS IN SUCH AMOUNT AS MAY BE REQUIRED
TO FULFILL ITS OBLIGATIONS IN FULL UNDER THE TRANSACTION DOCUMENTS.
19
(B)
IF, ON ANY DATE, THE NUMBER OF SHARES OF
COMMON STOCK WHICH CAN BE ISSUED WITHOUT INCREASING THE AUTHORIZED SHARE CAPITAL
("MAATSCHAPPELIJK KAPITAAL") OF THE COMPANY IS LESS THAN 150% OF THE ACTUAL
MINIMUM ON SUCH DATE, THEN THE SUPERVISORY BOARD OF THE COMPANY SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO AMEND THE COMPANY'S ARTICLES OF ASSOCIATION
TO INCREASE THE AUTHORIZED SHARE CAPITAL ("MAATSCHAPPELIJK KAPITAAL") SUCH THAT
THE NUMBER OF SHARES OF COMMON STOCK WHICH CAN BE ISSUED EQUALS AT LEAST THE
REQUIRED MINIMUM AT SUCH TIME (MINUS THE NUMBER OF SHARES OF COMMON STOCK
PREVIOUSLY ISSUED PURSUANT TO THE TRANSACTION DOCUMENTS), AS SOON AS POSSIBLE
AND IN ANY EVENT NOT LATER THAN THE 90TH DAY AFTER SUCH DATE; PROVIDED THAT THE
COMPANY WILL NOT BE REQUIRED AT ANY TIME TO AUTHORIZE A NUMBER OF SHARES OF
COMMON STOCK GREATER THAN THE MAXIMUM REMAINING NUMBER OF SHARES OF COMMON STOCK
THAT COULD POSSIBLY BE ISSUED AFTER SUCH TIME PURSUANT TO THE TRANSACTION
DOCUMENTS.
(C)
THE COMPANY SHALL: (I) PRIOR TO CLOSING,
PREPARE AND FILE WITH SUCH PRINCIPAL MARKET AN ADDITIONAL SHARES LISTING
APPLICATION COVERING A NUMBER OF SHARES OF COMMON STOCK AT LEAST EQUAL TO THE
REQUIRED MINIMUM ON THE DATE OF SUCH APPLICATION, (II) TAKE ALL STEPS NECESSARY
TO CAUSE SUCH SHARES OF COMMON STOCK TO BE APPROVED FOR LISTING ON THE PRINCIPAL
MARKET AS SOON AS POSSIBLE THEREAFTER, (III) PROVIDE TO THE PURCHASERS EVIDENCE
OF SUCH LISTING, AND (IV) MAINTAIN THE LISTING OF SUCH COMMON STOCK ON SUCH
PRINCIPAL MARKET OR ANOTHER PRINCIPAL MARKET AT LEAST EQUAL TO THE REQUIRED
MINIMUM.
IN ADDITION, THE COMPANY SHALL HOLD A MEETING OF SHAREHOLDERS (WHICH
MAY ALSO BE THE ANNUAL MEETING OF SHAREHOLDERS) AT THE EARLIEST PRACTICAL DATE,
BUT IN NO EVENT LATER THAN NOVEMBER 30, 2003, FOR THE PURPOSE OF OBTAINING
SHAREHOLDER APPROVAL, WITH THE RECOMMENDATION OF THE COMPANY'S SUPERVISORY BOARD
THAT SUCH PROPOSAL BE APPROVED, AND THE COMPANY SHALL SOLICIT PROXIES FROM ITS
SHAREHOLDERS IN CONNECTION THEREWITH IN THE SAME MANNER AS ALL OTHER MANAGEMENT
PROPOSALS IN SUCH PROXY STATEMENT AND ALL MANAGEMENT-APPOINTED PROXYHOLDERS
SHALL VOTE THEIR PROXIES IN FAVOR OF SUCH PROPOSAL.
4.6
Conversion and Exercise Procedures.
The
form of Notice of Exercise included in the Warrants and the form of Notice of
Conversion included in the Debentures set forth the totality of the procedures
required of the Purchasers in order to exercise the Warrants or convert the
Debentures.
No additional legal opinion or other information or instructions
shall be required of the Purchasers to exercise their Warrants or