THE COMPANY CURRENTLY MEETS THE "REGISTRANT ELIGIBILITY" REQUIREMENTS SET FORTH
IN THE GENERAL INSTRUCTIONS TO FORM S-3 TO ENABLE THE REGISTRATION OF THE
REGISTRABLE SECURITIES, AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT.
3.22
NO MANIPULATION OF STOCK.
THE COMPANY HAS NOT
TAKEN AND WILL NOT, IN VIOLATION OF APPLICABLE LAW, TAKE, ANY ACTION DESIGNED TO
OR THAT MIGHT REASONABLY BE EXPECTED TO CAUSE OR RESULT IN STABILIZATION OR
MANIPULATION OF THE PRICE OF THE COMMON STOCK TO FACILITATE THE SALE OR RESALE
OF THE COMMON SHARES.
3.23
REPRESENTATIONS COMPLETE.
THE REPRESENTATIONS
AND WARRANTIES MADE BY THE COMPANY IN THIS AGREEMENT, THE STATEMENTS MADE IN ANY
CERTIFICATES FURNISHED BY THE COMPANY PURSUANT TO THIS AGREEMENT, AND THE
STATEMENTS MADE BY THE COMPANY IN ANY DOCUMENTS MAILED, DELIVERED OR FURNISHED
TO THE INVESTORS IN CONNECTION WITH THIS AGREEMENT, TAKEN AS A WHOLE, DO NOT
CONTAIN AND WILL NOT CONTAIN, AS OF THEIR RESPECTIVE DATES AND AS OF THE CLOSING
DATE, ANY UNTRUE STATEMENT OF A MATERIAL FACT, NOR DO THEY OMIT OR WILL THEY
OMIT, AS OF THEIR RESPECTIVE DATES OR AS OF THE CLOSING DATE, TO STATE ANY
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED HEREIN OR
THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING.
ARTICLE IV
COVENANTS
4.1
BEST EFFORTS.
EACH PARTY WILL USE ITS BEST
EFFORTS TO SATISFY IN A TIMELY FASHION EACH OF THE CONDITIONS TO BE SATISFIED BY
IT UNDER ARTICLES VI AND VII OF THIS AGREEMENT.
THE COMPANY SHALL USE ITS BEST
EFFORTS TO COMPLY WITH EACH OF ITS COVENANTS IN THIS AGREEMENT, THE REGISTRATION
RIGHTS AGREEMENT AND THE WARRANTS, UNLESS THE USE OF BEST EFFORTS CONFLICTS WITH
THE STANDARD OF CONDUCT SET FORTH IN ANY SUCH COVENANT, IN WHICH CASE SUCH OTHER
STANDARD OF CONDUCT SHALL CONTROL.
4.2
FORM D; BLUE SKY LAWS.
THE COMPANY WILL
TIMELY FILE A NOTICE OF SALE OF SECURITIES ON FORM D WITH RESPECT TO THE
SECURITIES, AS REQUIRED UNDER REGULATION D.
THE COMPANY WILL, ON OR BEFORE THE
CLOSING DATE, TAKE SUCH ACTION AS IT REASONABLY DETERMINES TO BE NECESSARY TO
QUALIFY THE SECURITIES FOR SALE TO THE INVESTORS UNDER THIS AGREEMENT UNDER
APPLICABLE SECURITIES (OR "BLUE SKY") LAWS OF THE STATES OF THE UNITED STATES
(OR TO OBTAIN AN EXEMPTION FROM SUCH QUALIFICATION).
4.3
CONTINUED ELIGIBILITY TO USE FORM S-3.
THROUGHOUT THE REGISTRATION PERIOD (AS DEFINED IN THE REGISTRATION RIGHTS
AGREEMENT), THE COMPANY WILL TIMELY FILE ALL REPORTS, SCHEDULES, FORMS,
STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE FILED BY IT WITH THE SEC UNDER THE
REPORTING REQUIREMENTS OF THE EXCHANGE ACT, AND THE COMPANY WILL NOT TERMINATE
ITS STATUS AS AN ISSUER REQUIRED TO FILE REPORTS UNDER THE EXCHANGE ACT EVEN IF
THE EXCHANGE ACT OR THE RULES AND REGULATIONS THEREUNDER WOULD PERMIT SUCH
TERMINATION.
THE COMPANY WILL TAKE ALL REASONABLY NECESSARY ACTION TO CONTINUE
TO MEET THE "REGISTRANT ELIGIBILITY" REQUIREMENTS SET FORTH IN THE GENERAL
INSTRUCTIONS TO FORM S-3 TO ENABLE THE REGISTRATION OF THE REGISTRABLE
SECURITIES AS