PRIOR NOTICE OF SUCH DISCLOSURE PERMITTED UNDER SUBCLAUSE (I) OR
(II).
4.7
SHAREHOLDER RIGHTS PLAN.
NO CLAIM WILL BE MADE OR ENFORCED BY THE
COMPANY OR, TO THE KNOWLEDGE OF THE COMPANY, ANY OTHER PERSON THAT ANY PURCHASER
IS AN "ACQUIRING PERSON" UNDER ANY SHAREHOLDER RIGHTS PLAN OR SIMILAR PLAN OR
ARRANGEMENT IN EFFECT OR HEREAFTER ADOPTED BY THE COMPANY, OR THAT ANY PURCHASER
COULD BE DEEMED TO TRIGGER THE PROVISIONS OF ANY SUCH PLAN OR ARRANGEMENT, BY
VIRTUE OF RECEIVING SECURITIES UNDER THE TRANSACTION DOCUMENTS OR UNDER ANY
OTHER AGREEMENT BETWEEN THE COMPANY AND ANY PURCHASER. THE COMPANY SHALL CONDUCT
ITS BUSINESS IN A MANNER SO THAT IT WILL NOT BECOME SUBJECT TO THE INVESTMENT
COMPANY ACT.
4.8
NON-PUBLIC INFORMATION.
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
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THE COMPANY BELIEVES CONSTITUTES MATERIAL NON-PUBLIC INFORMATION, UNLESS PRIOR
THERETO SUCH PURCHASER SHALL HAVE EXECUTED A WRITTEN AGREEMENT REGARDING THE
CONFIDENTIALITY AND USE OF SUCH INFORMATION.
THE COMPANY UNDERSTANDS AND
CONFIRMS THAT SUCH PURCHASER SHALL BE RELYING ON THE FOREGOING REPRESENTATIONS
IN EFFECTING TRANSACTIONS IN SECURITIES OF THE COMPANY.
4.9
USE OF PROCEEDS.
THE COMPANY SHALL USE THE NET PROCEEDS FROM THE
SALE OF THE SECURITIES HEREUNDER FOR THE ACQUISITIONS AND FEES AND EXPENSES
RELATING TO THE ACQUISITIONS.
4.10
REIMBURSEMENT.
IF ANY PURCHASER BECOMES INVOLVED IN ANY CAPACITY
IN ANY PROCEEDING BY OR AGAINST ANY PERSON WHO IS A STOCKHOLDER OF THE COMPANY
(EXCEPT AS A RESULT OF SALES, PLEDGES, MARGIN SALES AND SIMILAR TRANSACTIONS BY
THE PURCHASERS TO OR WITH ANY CURRENT STOCKHOLDER), SOLELY AS A RESULT OF SUCH
PURCHASER'S ACQUISITION OF THE SECURITIES UNDER THIS AGREEMENT, THE COMPANY WILL
REIMBURSE SUCH PURCHASER FOR ITS REASONABLE LEGAL AND OTHER EXPENSES (INCLUDING
THE COST OF ANY INVESTIGATION PREPARATION AND TRAVEL IN CONNECTION THEREWITH)
INCURRED IN CONNECTION THEREWITH, AS SUCH EXPENSES ARE INCURRED.
THE
REIMBURSEMENT OBLIGATIONS OF THE COMPANY UNDER THIS PARAGRAPH SHALL BE IN
ADDITION TO ANY LIABILITY WHICH THE COMPANY MAY OTHERWISE HAVE, SHALL EXTEND
UPON THE SAME TERMS AND CONDITIONS TO ANY AFFILIATES OF SUCH PURCHASER WHO ARE
ACTUALLY NAMED IN SUCH ACTION, PROCEEDING OR INVESTIGATION, AND PARTNERS,
DIRECTORS, AGENTS, EMPLOYEES AND CONTROLLING PERSONS (IF ANY), AS THE CASE MAY
BE, OF SUCH PURCHASER AND ANY SUCH AFFILIATE, AND SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF ANY SUCCESSORS, ASSIGNS, HEIRS AND PERSONAL
REPRESENTATIVES OF THE COMPANY, SUCH PURCHASER AND ANY SUCH AFFILIATE AND ANY
SUCH PERSON.
THE COMPANY ALSO AGREES THAT NEITHER SUCH PURCHASER NOR ANY SUCH
AFFILIATES, PARTNERS, DIRECTORS, AGENTS, EMPLOYEES OR CONTROLLING PERSONS SHALL
HAVE ANY LIABILITY TO THE COMPANY OR ANY PERSON ASSERTING CLAIMS ON BEHALF OF OR
IN RIGHT OF THE COMPANY SOLELY AS A RESULT OF ACQUIRING THE SECURITIES UNDER
THIS AGREEMENT.
4.11
INDEMNIFICATION OF PURCHASERS.
SUBJECT TO THE PROVISIONS OF THIS
SECTION 4.11, THE COMPANY WILL INDEMNIFY, DEFEND AND HOLD EACH PURCHASER AND ITS
DIRECTORS, OFFICERS, SHAREHOLDERS,