IS REQUIRED BY LAW OR TRADING MARKET REGULATIONS,
IN WHICH
19
CASE THE COMPANY SHALL PROVIDE THE PURCHASERS WITH PRIOR NOTICE OF SUCH
DISCLOSURE.
THE COMPANY SHALL NOT, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES AND
ITS AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS NOT
TO, PROVIDE ANY PURCHASER WITH ANY INFORMATION IT BELIEVES TO BE MATERIAL
NONPUBLIC INFORMATION REGARDING THE COMPANY OR ANY OF ITS SUBSIDIARIES FROM AND
AFTER THE FILING OF THE 8-K FILING WITHOUT THE EXPRESS WRITTEN CONSENT OF SUCH
PURCHASER.
THE COMPANY AGREES TO COMPLY WITH REGULATION FD PROMULGATED UNDER
THE EXCHANGE ACT.
THE COMPANY REPRESENTS, WARRANTS AND CONFIRMS THAT EACH PRESS
RELEASE DISSEMINATED DURING THE 36 MONTHS PRECEDING THE DATE OF THIS AGREEMENT
DID NOT, AT THE TIME OF RELEASE, CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT
OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN
ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY ARE MADE, NOT MISLEADING
4.7
USE OF PROCEEDS.
EXCEPT AS SET FORTH IN SCHEDULE 4.7, THE COMPANY
SHALL USE THE NET PROCEEDS FROM THE SALE OF THE SECURITIES HEREUNDER FOR WORKING
CAPITAL AND GENERAL CORPORATE PURPOSES, AND NOT FOR THE REPAYMENT OF ANY PORTION
OF THE COMPANY'S DEBT (OTHER THAN PAYMENT OF TRADE PAYABLES AND ACCRUED EXPENSES
IN THE ORDINARY COURSE OF THE COMPANY'S BUSINESS OR CONSISTENT WITH PRIOR
PRACTICES), THE REDEMPTION OF ANY COMPANY EQUITY OR EQUITY-EQUIVALENT SECURITIES
OR THE SETTLEMENT OF ANY OUTSTANDING LITIGATION.
4.8
REIMBURSEMENT.
IF ANY PURCHASER OR ANY OF ITS AFFILIATES OR ANY
OFFICER, DIRECTOR, PARTNER, CONTROLLING PERSON, EMPLOYEE OR AGENT OF A PURCHASER
OR ANY OF ITS AFFILIATES (A "RELATED PERSON") BECOMES INVOLVED IN ANY CAPACITY
IN ANY PROCEEDING BROUGHT BY OR AGAINST ANY PERSON IN CONNECTION WITH OR AS A
RESULT OF ANY MISREPRESENTATION, BREACH OR INACCURACY OF ANY REPRESENTATION,
WARRANTY, COVENANT OR AGREEMENT MADE BY THE COMPANY IN ANY TRANSACTION
DOCUMENTS, THE COMPANY WILL INDEMNIFY AND HOLD HARMLESS SUCH PURCHASER OR
RELATED PERSON FOR ITS REASONABLE LEGAL AND OTHER EXPENSES (INCLUDING THE COSTS
OF ANY INVESTIGATION, PREPARATION AND TRAVEL) AND FOR ANY LOSSES INCURRED IN
CONNECTION THEREWITH, AS SUCH EXPENSES OR LOSSES ARE INCURRED, EXCLUDING ONLY
LOSSES THAT RESULT DIRECTLY FROM SUCH PURCHASER'S OR RELATED PERSON'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
THE CONDUCT OF ANY PROCEEDINGS FOR WHICH
INDEMNIFICATION IS AVAILABLE UNDER THIS PARAGRAPH SHALL BE GOVERNED BY SECTION
6.4(C) BELOW.
THE INDEMNIFICATION OBLIGATIONS OF THE COMPANY UNDER THIS
PARAGRAPH SHALL BE IN ADDITION TO ANY LIABILITY THAT THE COMPANY MAY OTHERWISE
HAVE AND SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF ANY SUCCESSORS,
ASSIGNS, HEIRS AND PERSONAL REPRESENTATIVES OF THE PURCHASERS AND ANY SUCH
RELATED PERSONS.
THE COMPANY ALSO AGREES THAT NEITHER THE PURCHASERS NOR ANY
RELATED PERSONS SHALL HAVE ANY LIABILITY TO THE COMPANY OR ANY PERSON ASSERTING
CLAIMS ON BEHALF OF OR IN RIGHT OF THE COMPANY IN CONNECTION WITH OR AS A RESULT
OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION