NOTWITHSTANDING THE FOREGOING, IN
THE CASE OF A PURCHASER THAT IS A MULTI-MANAGED INVESTMENT VEHICLE WHEREBY
SEPARATE PORTFOLIO MANAGERS MANAGE SEPARATE PORTIONS OF SUCH PURCHASER'S ASSETS
AND THE PORTFOLIO MANAGERS HAVE NO DIRECT KNOWLEDGE OF THE INVESTMENT DECISIONS
MADE BY THE PORTFOLIO MANAGERS MANAGING OTHER PORTIONS OF SUCH PURCHASER'S
ASSETS, THE REPRESENTATION SET FORTH ABOVE SHALL ONLY APPLY WITH RESPECT TO THE
PORTION OF ASSETS MANAGED BY THE PORTFOLIO MANAGER THAT MADE THE INVESTMENT
DECISION TO PURCHASE THE SECURITIES COVERED BY THIS AGREEMENT.
OTHER THAN TO
OTHER PERSONS PARTY TO THIS AGREEMENT, SUCH PURCHASER HAS MAINTAINED THE
CONFIDENTIALITY OF ALL DISCLOSURES MADE TO IT IN CONNECTION WITH THIS
TRANSACTION (INCLUDING THE EXISTENCE AND TERMS OF THIS TRANSACTION).
NOTWITHSTANDING THE FOREGOING, FOR AVOIDANCE OF DOUBT, NOTHING CONTAINED HEREIN
SHALL CONSTITUTE A REPRESENTATION OR WARRANTY, OR PRECLUDE ANY ACTIONS, WITH
RESPECT TO THE IDENTIFICATION OF THE AVAILABILITY OF, OR SECURING OF, AVAILABLE
SHARES TO BORROW IN ORDER TO EFFECT SHORT SALES OR SIMILAR TRANSACTIONS IN THE
FUTURE.
THE COMPANY ACKNOWLEDGES AND AGREES THAT EACH PURCHASER DOES NOT MAKE OR HAS NOT
MADE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY OTHER THAN THOSE SPECIFICALLY SET FORTH IN THIS SECTION 3.2.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1
WARRANT SHARES.
IF ALL OR ANY PORTION OF A
WARRANT IS EXERCISED AT A TIME WHEN THERE IS AN EFFECTIVE REGISTRATION STATEMENT
TO COVER THE ISSUANCE OF THE WARRANT SHARES OR IF THE WARRANT IS EXERCISED VIA
CASHLESS EXERCISE, THE WARRANT SHARES ISSUED PURSUANT TO ANY SUCH EXERCISE SHALL
BE ISSUED FREE OF ALL LEGENDS.
IF AT ANY TIME FOLLOWING THE DATE HEREOF THE
REGISTRATION STATEMENT (OR ANY SUBSEQUENT REGISTRATION STATEMENT REGISTERING THE
SALE OF THE WARRANT SHARES) IS NOT EFFECTIVE OR IS NOT OTHERWISE AVAILABLE FOR
THE SALE OF THE WARRANT SHARES, THE COMPANY SHALL IMMEDIATELY NOTIFY THE HOLDERS
OF THE WARRANTS IN WRITING THAT SUCH REGISTRATION STATEMENT IS NOT THEN
EFFECTIVE AND THEREAFTER SHALL PROMPTLY NOTIFY SUCH HOLDERS WHEN THE
REGISTRATION STATEMENT IS EFFECTIVE AGAIN AND AVAILABLE FOR THE SALE OF THE
WARRANT SHARES (IT BEING UNDERSTOOD AND AGREED THAT THE FOREGOING SHALL NOT
LIMIT THE ABILITY OF THE COMPANY TO ISSUE, OR ANY PURCHASER TO SELL, ANY OF THE
WARRANT SHARES IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES
LAWS).
THE COMPANY SHALL USE REASONABLE BEST EFFORTS TO KEEP A REGISTRATION
STATEMENT (INCLUDING THE REGISTRATION STATEMENT) REGISTERING THE ISSUANCE OF THE
WARRANT SHARES EFFECTIVE DURING THE TERM OF THE WARRANTS.
ADDITIONALLY, UNTIL
THE WARRANTS HAVE EXPIRED (OR HAVE BEEN EARLIER EXERCISED), THE COMPANY
COVENANTS TO USE ITS COMMERCIALLY REASONABLE EFFORTS 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.
16
4.2
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE
COMPANY SHALL, BEFORE THE OPENING OF TRADING ON THE TRADING MARKET ON THE
TRADING DAY IMMEDIATELY FOLLOWING THE DATE HEREOF, ISSUE A PRESS RELEASE
DISCLOSING THE