NOT
FILE ANY REGISTRATION STATEMENT WITH THE COMMISSION WITH RESPECT TO ANY
SECURITIES OF THE COMPANY OTHER THAN REGISTRATION STATEMENTS ON FORM S-4 OR
FORM S-8 PROMULGATED BY THE COMMISSION.
NOTWITHSTANDING THE FOREGOING, THE
COMPANY SHALL BE PERMITTED TO CONTINUE TO FILE POST-EFFECTIVE AMENDMENTS AND
SUPPLEMENTS TO REGISTRATION STATEMENTS PREVIOUSLY FILED WITH THE COMMISSION,
PROVIDED, NO SHARES ARE ADDED THERETO.
24
4.10
SECURITIES LAWS DISCLOSURE; PUBLICITY.
BY
9:00 A.M. (NEW YORK CITY TIME) ON THE TRADING DAY FOLLOWING THE EXECUTION OF
THIS AGREEMENT, AND BY 9:00 A.M. (NEW YORK CITY TIME) ON THE TRADING DAY
FOLLOWING THE CLOSING DATE, THE COMPANY SHALL ISSUE PRESS RELEASES IN FORMS
APPROVED BY SF CAPITAL PARTNERS LTD. DISCLOSING THE TRANSACTIONS CONTEMPLATED
HEREBY.
ON THE TRADING DAY FOLLOWING THE EXECUTION OF THIS AGREEMENT THE
COMPANY WILL FILE A CURRENT REPORT ON FORM 8-K DISCLOSING THE MATERIAL TERMS OF
THE TRANSACTION DOCUMENTS (AND ATTACH AS EXHIBITS THERETO THE TRANSACTION
DOCUMENTS, INCLUDING THE SCHEDULES AND EXHIBITS THERETO), AND ON THE TRADING DAY
FOLLOWING THE CLOSING DATE THE COMPANY WILL FILE AN ADDITIONAL CURRENT REPORT ON
FORM 8-K TO DISCLOSE THE CLOSING.
IN ADDITION, THE COMPANY WILL MAKE SUCH OTHER
FILINGS AND NOTICES IN THE MANNER AND TIME REQUIRED BY THE COMMISSION AND ANY
TRADING MARKET ON WHICH THE COMMON STOCK IS LISTED.
NOTWITHSTANDING THE
FOREGOING, THE COMPANY SHALL NOT PUBLICLY DISCLOSE THE NAME OF ANY INVESTOR, OR
INCLUDE THE NAME OF ANY INVESTOR IN ANY FILING WITH THE COMMISSION (OTHER THAN
THE REGISTRATION STATEMENT AND ANY EXHIBITS TO FILINGS MADE IN RESPECT OF THIS
TRANSACTION IN ACCORDANCE WITH PERIODIC FILING REQUIREMENTS UNDER THE EXCHANGE
ACT) OR ANY REGULATORY AGENCY OR TRADING MARKET, WITHOUT THE PRIOR WRITTEN
CONSENT OF SUCH INVESTOR, EXCEPT TO THE EXTENT SUCH DISCLOSURE IS REQUIRED BY
LAW OR TRADING MARKET REGULATIONS.
4.11
NON-PUBLIC INFORMATION.
THE COMPANY COVENANTS
AND AGREES THAT NEITHER IT NOR ANY OTHER PERSON ACTING ON ITS BEHALF WILL
PROVIDE ANY INVESTOR OR ITS AGENTS OR COUNSEL WITH ANY INFORMATION THAT THE
COMPANY BELIEVES CONSTITUTES MATERIAL NON-PUBLIC INFORMATION, UNLESS PRIOR
THERETO SUCH INVESTOR SHALL HAVE EXECUTED A WRITTEN AGREEMENT REGARDING THE
CONFIDENTIALITY AND USE OF SUCH INFORMATION.
4.12
INDEMNIFICATION OF INVESTORS.
IN ADDITION TO THE
INDEMNITY PROVIDED IN THE REGISTRATION RIGHTS AGREEMENT, THE COMPANY WILL
INDEMNIFY AND HOLD THE INVESTORS AND THEIR DIRECTORS, OFFICERS, SHAREHOLDERS,
PARTNERS, EMPLOYEES AND AGENTS (EACH, AN "INVESTOR PARTY") HARMLESS FROM ANY AND
ALL LOSSES, LIABILITIES, OBLIGATIONS, CLAIMS, CONTINGENCIES, DAMAGES, COSTS AND
EXPENSES, INCLUDING ALL JUDGMENTS, AMOUNTS PAID IN SETTLEMENTS, COURT COSTS AND
REASONABLE ATTORNEYS' FEES AND COSTS OF INVESTIGATION (COLLECTIVELY, "LOSSES")
THAT ANY SUCH INVESTOR PARTY MAY SUFFER OR INCUR AS A RESULT OF OR RELATING TO
ANY MISREPRESENTATION, BREACH OR INACCURACY OF ANY REPRESENTATION, WARRANTY,
COVENANT OR AGREEMENT MADE BY THE COMPANY IN ANY TRANSACTION DOCUMENT.
IN
ADDITION TO THE INDEMNITY CONTAINED HEREIN, THE COMPANY WILL REIMBURSE EACH
INVESTOR PARTY 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