HERETO TO CONSUMMATE THE TRANSACTIONS UNDER THIS
AGREEMENT; (D) IN THE EVENT THAT ANY ACTION, SUIT, PROCEEDING OR INVESTIGATION
RELATING HERETO OR TO THE TRANSACTIONS CONTEMPLATED HEREBY IS COMMENCED, WHETHER
BEFORE OR AFTER THE DATE OF THIS AGREEMENT, COOPERATE TO DEFEND VIGOROUSLY
AGAINST IT AND RESPOND THERETO; AND (E) EFFECT ALL NECESSARY REGISTRATIONS AND
FILINGS AND SUBMISSIONS OF INFORMATION REQUESTED BY ANY GOVERNMENTAL ENTITY.
6.5.
INTEGRATION.
THE COMPANY SHALL NOT SELL, OFFER FOR SALE OR
SOLICIT OFFERS TO BUY OR OTHERWISE NEGOTIATE IN RESPECT OF ANY SECURITY (AS
DEFINED IN SECTION 2 OF THE SECURITIES ACT) THAT WOULD BE INTEGRATED WITH THE
OFFER OR SALE OF THE SHARES IN A MANNER THAT
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WOULD REQUIRE THE REGISTRATION UNDER THE SECURITIES ACT OF THE SALE OF THE
COMMON STOCK TO THE PURCHASERS.
6.6.
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE COMPANY SHALL, BY
5:30 P.M. (NEW YORK CITY LOCAL TIME) ON THE FOURTH (4TH) BUSINESS DAY FOLLOWING
THE DATE HEREOF, ISSUE A PRESS RELEASE DISCLOSING THE MATERIAL TERMS OF THE
TRANSACTIONS CONTEMPLATED HEREBY, WHICH PRESS RELEASE SHALL COMPLY WITH THE
PROVISIONS OF RULE 135C UNDER THE SECURITIES ACT, AND SHALL FILE A CURRENT
REPORT ON FORM 8-K IN COMPLIANCE WITH THE REQUIREMENTS THEREOF AND SUBSECTION
(D) OF RULE 135C UNDER THE SECURITIES ACT.
THE COMPANY AND EACH PURCHASER SHALL
CONSULT WITH EACH OTHER IN ISSUING ANY OTHER PRESS RELEASES WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY, AND NEITHER THE COMPANY NOR ANY PURCHASER
SHALL ISSUE ANY SUCH PRESS RELEASE OR OTHERWISE MAKE ANY SUCH PUBLIC STATEMENT
WITHOUT THE PRIOR CONSENT OF THE COMPANY, WITH RESPECT TO ANY PRESS RELEASE OF
ANY PURCHASER, OR WITHOUT THE PRIOR CONSENT OF EACH PURCHASER, WITH RESPECT TO
ANY PRESS RELEASE OF THE COMPANY, IN EITHER CASE WHICH CONSENT SHALL NOT
UNREASONABLY BE WITHHELD OR DELAYED, EXCEPT IF SUCH DISCLOSURE IS REQUIRED BY
LAW, IN WHICH CASE THE DISCLOSING PARTY SHALL PROMPTLY PROVIDE THE OTHER PARTY
WITH PRIOR NOTICE OF SUCH PUBLIC STATEMENT OR COMMUNICATION. NOTWITHSTANDING THE
FOREGOING, THE COMPANY SHALL NOT PUBLICLY DISCLOSE THE NAME OF ANY PURCHASER, OR
INCLUDE THE NAME OF ANY PURCHASER IN ANY FILING WITH THE SEC OR ANY REGULATORY
AGENCY OR TRADING MARKET, WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH PURCHASER,
EXCEPT (I) AS REQUIRED BY FEDERAL SECURITIES LAW IN CONNECTION WITH (A) ANY
REGISTRATION STATEMENT CONTEMPLATED BY THE REGISTRATION RIGHTS AGREEMENT,
(B) ANY FILING REQUIRED BY THE SEC AND (C) THE FILING OF FINAL TRANSACTION
DOCUMENTS (INCLUDING SIGNATURE PAGES THERETO) WITH THE SEC
AND (II) TO THE
EXTENT SUCH DISCLOSURE IS REQUIRED BY LAW OR NYSE REGULATIONS, IN WHICH CASE THE
COMPANY SHALL PROVIDE THE PURCHASERS WITH PRIOR NOTICE OF SUCH DISCLOSURE
PERMITTED UNDER THIS CLAUSE (II).
6.7.
NON-PUBLIC INFORMATION.
EXCEPT WITH RESPECT TO THE MATERIAL TERMS
AND CONDITIONS OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS,
THE COMPANY COVENANTS AND AGREES THAT 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