MANNER THAT WOULD REQUIRE THE REGISTRATION
UNDER THE SECURITIES ACT OF THE SALE OF THE SECURITIES TO THE PURCHASERS OR THAT
WOULD BE INTEGRATED WITH THE OFFER OR SALE OF THE SECURITIES FOR PURPOSES OF THE
RULES AND REGULATIONS OF ANY TRADING MARKET SUCH THAT IT WOULD REQUIRE
SHAREHOLDER APPROVAL PRIOR TO THE CLOSING OF SUCH OTHER TRANSACTION UNLESS
SHAREHOLDER APPROVAL IS OBTAINED BEFORE THE CLOSING OF SUCH SUBSEQUENT
TRANSACTION.
4.4
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE COMPANY SHALL, BY 9:00
A.M. EASTERN TIME ON THE EARLIER OF (I) THE FOURTH BUSINESS DAY IMMEDIATELY
FOLLOWING THE DATE HEREOF AND (II) THE FIRST BUSINESS DAY AFTER THE CLOSING
DATE, ISSUE A CURRENT REPORT ON FORM 8-K, REASONABLY
25
ACCEPTABLE TO MICHAEL E. DAHM, COUNSEL TO SF CAPITAL PARTNERS, LTD. ("PURCHASER
COUNSEL") DISCLOSING THE MATERIAL TERMS OF THE TRANSACTIONS CONTEMPLATED HEREBY,
AND SHALL ATTACH THE TRANSACTION DOCUMENTS THERETO.
THE COMPANY AND EACH
PURCHASER COUNSEL 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 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 AS INDICATED BY EACH PURCHASER COUNSEL, WITH RESPECT TO ANY PRESS
RELEASE OF THE COMPANY, WHICH CONSENT SHALL NOT UNREASONABLY BE WITHHELD OR
DELAYED, 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 (A) ANY
REGISTRATION STATEMENT CONTEMPLATED BY THE REGISTRATION RIGHTS AGREEMENT AND (B)
THE FILING OF FINAL TRANSACTION DOCUMENTS (INCLUDING SIGNATURE PAGES THERETO)
WITH THE COMMISSION AND (II) TO THE EXTENT SUCH DISCLOSURE IS REQUIRED BY LAW OR
TRADING MARKET REGULATIONS, IN WHICH CASE THE COMPANY SHALL PROVIDE THE
PURCHASERS WITH PRIOR NOTICE OF SUCH DISCLOSURE PERMITTED UNDER THIS SUBCLAUSE
(II).
IN ADDITION, THE COMPANY SHALL PUBLICLY DISCLOSE THE ADDITIONAL
INFORMATION ON OR PRIOR TO DECEMBER 15, 2006.
4.5
SHAREHOLDER RIGHTS PLAN.
NO CLAIM WILL BE MADE OR ENFORCED BY THE
COMPANY OR, WITH THE CONSENT OF THE COMPANY, ANY OTHER PERSON, THAT ANY
PURCHASER IS AN "ACQUIRING PERSON" UNDER ANY CONTROL SHARE ACQUISITION, BUSINESS
COMBINATION, POISON PILL (INCLUDING ANY DISTRIBUTION UNDER A RIGHTS AGREEMENT)
OR SIMILAR ANTI-TAKEOVER 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 THE
PURCHASERS.
THE COMPANY SHALL CONDUCT ITS