6.3
NO INTEGRATION.
THE COMPANY SHALL NOT, AND
SHALL USE ITS BEST EFFORTS TO ENSURE THAT NO AFFILIATE OF THE COMPANY SHALL,
MAKE ANY OFFERS OR SALES OF ANY SECURITY OR SOLICIT OFFERS TO BUY OR
16
OTHERWISE NEGOTIATE IN RESPECT OF ANY OFFER OR SALE OF ANY SECURITY (OTHER THAN
THE COMMON SHARES) UNDER CIRCUMSTANCES THAT WOULD CAUSE THE OFFERING OF THE
COMMON SHARES TO BE INTEGRATED WITH ANY OTHER OFFERING OF SECURITIES BY THE
COMPANY (I) FOR THE PURPOSE OF ANY STOCKHOLDER APPROVAL PROVISION APPLICABLE TO
THE COMPANY OR ITS SECURITIES OR (II) FOR PURPOSES OF ANY REGISTRATION
REQUIREMENT UNDER THE SECURITIES ACT.
6.4
SECURITIES LAWS DISCLOSURE.
THE COMPANY
WILL FILE A CURRENT REPORT ON FORM 8-K DISCLOSING THE MATERIAL TERMS OF THE
TRANSACTION DOCUMENTS WITHIN FOUR (4) BUSINESS DAYS AFTER THE DATE OF THIS
AGREEMENT; PROVIDED, THAT, SUBJECT TO SUCH FILING REQUIREMENTS, THE COMPANY
SHALL PROVIDE THE INVESTORS WITH A REASONABLE OPPORTUNITY TO REVIEW AND COMMENT
ON THE FORM 8-K BEFORE THE COMPANY FILES IT WITH THE COMMISSION.
IN ADDITION,
THE COMPANY WILL MAKE SUCH OTHER FILINGS AND NOTICES IN THE MANNER AND TIME
REQUIRED BY THE COMMISSION AND AMEX.
6.5
INDEMNIFICATION.
IN CONSIDERATION OF EACH
INVESTOR'S EXECUTION AND DELIVERY OF THIS AGREEMENT AND ITS ACQUISITION OF THE
COMMON SHARES HEREUNDER, AND IN ADDITION TO ALL OF THE COMPANY'S OTHER
OBLIGATIONS UNDER THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT, THE
COMPANY WILL DEFEND, PROTECT, INDEMNIFY AND HOLD HARMLESS EACH INVESTOR AND EACH
OTHER HOLDER OF THE COMMON SHARES AND ALL OF THEIR STOCKHOLDERS, OFFICERS,
DIRECTORS, EMPLOYEES AND DIRECT OR INDIRECT INVESTORS AND ANY OF THE FOREGOING
PERSON'S AGENTS OR OTHER REPRESENTATIVES (COLLECTIVELY, THE "INDEMNITEES") FROM
AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, CLAIMS, LOSSES, COSTS,
PENALTIES, FEES, LIABILITIES AND DAMAGES, AND EXPENSES IN CONNECTION THEREWITH
(REGARDLESS OF WHETHER ANY SUCH INDEMNITEE IS A PARTY TO THE ACTION FOR WHICH
INDEMNIFICATION HEREUNDER IS SOUGHT), AND INCLUDING REASONABLE ATTORNEYS' FEES
AND DISBURSEMENTS (THE "INDEMNIFIED LIABILITIES"), INCURRED BY AN INDEMNITEE AS
A RESULT OF, OR ARISING OUT OF, OR RELATING TO (A) ANY BREACH OF ANY
REPRESENTATION OR WARRANTY MADE BY THE COMPANY HEREIN OR IN ANY OTHER
CERTIFICATE, INSTRUMENT OR DOCUMENT CONTEMPLATED HEREBY OR THEREBY, (B) ANY
BREACH OF ANY COVENANT, AGREEMENT OR OBLIGATION OF THE COMPANY CONTAINED HEREIN
OR IN ANY OTHER CERTIFICATE, INSTRUMENT OR DOCUMENT CONTEMPLATED HEREBY OR
THEREBY OR (C) ANY CAUSE OF ACTION, SUIT OR CLAIM BROUGHT OR MADE AGAINST SUCH
INDEMNITEE AND ARISING OUT OF OR RESULTING FROM THE EXECUTION, DELIVERY,
PERFORMANCE, BREACH OR ENFORCEMENT OF THIS AGREEMENT OR THE REGISTRATION RIGHTS
AGREEMENT BY THE COMPANY.
TO THE EXTENT THAT THE FOREGOING UNDERTAKING BY THE
COMPANY IS UNENFORCEABLE FOR ANY REASON, THE COMPANY WILL MAKE THE MAXIMUM
CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF EACH OF THE INDEMNIFIED
LIABILITIES THAT IS PERMISSIBLE UNDER APPLICABLE LAW.
THE INDEMNITEES SHALL HAVE THE RIGHT TO EMPLOY SEPARATE COUNSEL IN ANY SUCH
PROCEEDING AND TO PARTICIPATE IN THE DEFENSE THEREOF, BUT THE FEES AND