SHARES OF CAPITAL STOCK IN A MANNER, AND TO TAKE ALL OTHER ACTIONS
NECESSARY, TO PERMIT THE COMPANY TO CARRY OUT THE INTENT OF THE PRECEDING
SENTENCE INCLUDING, WITHOUT LIMITATION, VOTING IN FAVOR OF AN AMENDMENT TO THE
COMPANY'S ORGANIZATIONAL DOCUMENTS IN ORDER TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF CAPITAL STOCK OF THE COMPANY.
IN ANY EVENT, THE PROVISIONS OF THIS
AGREEMENT SHALL APPLY, TO THE FULL EXTENT SET FORTH HEREIN WITH RESPECT TO THE
REGISTRABLE SECURITIES, TO ANY AND ALL SHARES OF CAPITAL STOCK OF THE COMPANY OR
ANY SUCCESSOR OR ASSIGN OF THE COMPANY (WHETHER BY MERGER, SHARE EXCHANGE,
CONSOLIDATION, SALE OF ASSETS OR OTHERWISE) WHICH MAY BE ISSUED IN RESPECT OF,
IN EXCHANGE FOR OR IN SUBSTITUTION OF, REGISTRABLE SECURITIES AND SHALL BE
APPROPRIATELY ADJUSTED FOR ANY STOCK DIVIDENDS, SPLITS, REVERSE SPLITS,
COMBINATIONS, RECAPITALIZATIONS AND THE LIKE OCCURRING AFTER THE DATE HEREOF.
23
4.2.
RULE 144 AND RULE 144A.
IF THE COMPANY SHALL HAVE FILED A
REGISTRATION STATEMENT PURSUANT TO THE REQUIREMENTS OF SECTION 12 OF THE
EXCHANGE ACT OR A REGISTRATION STATEMENT PURSUANT TO THE REQUIREMENTS OF THE
SECURITIES ACT IN RESPECT OF THE COMMON EQUITY OR COMMON EQUITY EQUIVALENTS, THE
COMPANY COVENANTS THAT (I) SO LONG AS IT REMAINS SUBJECT TO THE REPORTING
PROVISIONS OF THE EXCHANGE ACT, IT WILL TIMELY FILE THE REPORTS REQUIRED TO BE
FILED BY IT UNDER THE SECURITIES ACT OR THE EXCHANGE ACT (INCLUDING, BUT NOT
LIMITED TO, THE REPORTS UNDER SECTIONS 13 AND 15(D) OF THE EXCHANGE ACT REFERRED
TO IN SUBPARAGRAPH (C)(1) OF RULE 144 UNDER THE SECURITIES ACT, AS SUCH RULE MAY
BE AMENDED ("RULE 144")) OR, IF THE COMPANY IS NOT REQUIRED TO FILE SUCH
REPORTS, IT WILL, UPON THE REQUEST OF ANY HOLDER, MAKE PUBLICLY AVAILABLE OTHER
INFORMATION SO LONG AS NECESSARY TO PERMIT SALES BY SUCH HOLDER UNDER RULE 144,
RULE 144A UNDER THE SECURITIES ACT, AS SUCH RULE MAY BE AMENDED ("RULE 144A"),
OR ANY SIMILAR RULES OR REGULATIONS HEREAFTER ADOPTED BY THE SEC, AND (II) IT
WILL TAKE SUCH FURTHER ACTION AS ANY HOLDER MAY REASONABLY REQUEST, ALL TO THE
EXTENT REQUIRED FROM TIME TO TIME TO ENABLE SUCH HOLDER TO SELL REGISTRABLE
SECURITIES WITHOUT REGISTRATION UNDER THE SECURITIES ACT WITHIN THE LIMITATION
OF THE EXEMPTIONS PROVIDED BY (A) RULE 144, (B) RULE 144A OR (C) ANY SIMILAR
RULE OR REGULATION HEREAFTER ADOPTED BY THE SEC.
UPON THE REQUEST OF ANY HOLDER
OF REGISTRABLE SECURITIES, THE COMPANY WILL DELIVER TO SUCH HOLDER A WRITTEN
STATEMENT BY THE COMPANY THAT IT HAS COMPLIED WITH THE REPORTING REQUIREMENTS OF
RULE 144, THE SECURITIES ACT AND THE EXCHANGE ACT (AT ANY TIME AFTER IT HAS
BECOME SUBJECT TO SUCH REPORTING REQUIREMENTS), OR THAT IT QUALIFIES AS A
REGISTRANT WHOSE SECURITIES MAY BE RESOLD PURSUANT TO FORM S-3 (AT ANY TIME
AFTER IT SO QUALIFIES), A COPY OF THE MOST RECENT ANNUAL OR QUARTERLY REPORT OF
THE COMPANY AND SUCH OTHER REPORTS AND DOCUMENTS SO FILED BY THE COMPANY AND
SUCH OTHER INFORMATION