ISSUANCE OF THE SHARES MAY RESULT IN DILUTION OF THE
OUTSTANDING SHARES OF COMMON STOCK, WHICH DILUTION MAY BE SUBSTANTIAL UNDER
CERTAIN MARKET CONDITIONS.
4.3
FURNISHING OF INFORMATION.
AS LONG AS ANY
PURCHASER OWNS SECURITIES, THE COMPANY COVENANTS TO TIMELY FILE (OR OBTAIN
EXTENSIONS IN RESPECT THEREOF AND FILE WITHIN THE APPLICABLE GRACE PERIOD) ALL
REPORTS REQUIRED TO BE FILED BY THE COMPANY AFTER THE DATE HEREOF PURSUANT TO
THE EXCHANGE ACT.
AS LONG AS ANY PURCHASER OWNS SECURITIES, IF THE COMPANY IS
NOT REQUIRED TO FILE REPORTS PURSUANT TO THE EXCHANGE ACT, IT WILL PREPARE AND
FURNISH TO THE PURCHASERS AND MAKE PUBLICLY AVAILABLE IN ACCORDANCE WITH RULE
144(C) SUCH INFORMATION AS IS REQUIRED FOR THE PURCHASERS TO SELL THE SHARES
UNDER RULE 144.
THE COMPANY FURTHER COVENANTS THAT IT WILL TAKE SUCH FURTHER
ACTION AS ANY HOLDER OF SHARES MAY REASONABLY REQUEST, ALL TO THE EXTENT
REQUIRED FROM TIME TO TIME TO ENABLE SUCH PERSON TO SELL SUCH SHARES WITHOUT
REGISTRATION UNDER THE SECURITIES ACT WITHIN THE LIMITATION OF THE EXEMPTIONS
PROVIDED BY RULE 144.
4.4
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 WOULD REQUIRE
THE REGISTRATION UNDER THE SECURITIES ACT OF THE SALE OF THE SHARES TO THE
PURCHASERS OR THAT WOULD BE INTEGRATED WITH THE OFFER OR SALE OF THE SHARES FOR
PURPOSES OF THE RULES AND REGULATIONS OF ANY TRADING MARKET.
4.5
[RESERVED].
4.6
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE
COMPANY SHALL, BY 8:30 A.M. EASTERN TIME ON THE TRADING DAY FOLLOWING THE DATE
HEREOF, ISSUE A CURRENT REPORT ON FORM 8-K, REASONABLY ACCEPTABLE TO EACH
PURCHASER DISCLOSING THE MATERIAL TERMS OF THE TRANSACTIONS CONTEMPLATED HEREBY,
AND SHALL ATTACH THE TRANSACTION DOCUMENTS THERETO.
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
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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, WHICH CONSENT SHALL NOT UNREASONABLY BE WITHHELD, 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 COMMISSION 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 THE REGISTRATION STATEMENT CONTEMPLATED BY THE
REGISTRATION RIGHTS AGREEMENT AND (II) TO THE EXTENT SUCH DISCLOSURE