NOT RESTRICT OR PROHIBIT (A) ANY OF THE PURCHASERS
OR THEIR RESPECTIVE AFFILIATES FROM ENTERING INTO ANY HEDGING TRANSACTION WITH
RESPECT TO SECURITIES OF THE COMPANY ("COMPANY SECURITIES") OR (B) TRANSFERS OR
ASSIGNMENTS OF COMPANY SECURITIES BETWEEN OR AMONG ANY OF THE MDS PARTIES OR
BETWEEN OR AMONG ANY OF THE PURCHASERS AND THEIR RESPECTIVE AFFILIATES, IN EACH
CASE SUBJECT ONLY TO COMPLIANCE WITH APPLICABLE LAW; PROVIDED, FURTHER, HOWEVER,
THAT THE FOREGOING RESTRICTIONS ARE EXPRESSLY CONDITIONED UPON AND SUBJECT TO
THE REQUIREMENT THAT THE DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY MUST
AGREE TO THE SAME RESTRICTIONS AND PROHIBITIONS WITH RESPECT TO ANY COMPANY
SECURITIES OWNED BY THEM AS THOSE APPLICABLE TO PURCHASER SET FORTH ABOVE, BY
EXECUTING AND DELIVERING A WRITTEN INSTRUMENT, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO PURCHASER, EVIDENCING AND EFFECTING THE SAME.
FOR AVOIDANCE OF
DOUBT, NOTHING CONTAINED IN THIS SECTION 5.2 SHALL RESTRICT OR PROHIBIT A
PURCHASER FROM (A) EXERCISING WARRANTS OR ADDITIONAL WARRANTS OR (B)
RELINQUISHING WARRANTS OR ADDITIONAL WARRANTS PURSUANT TO A CASHLESS EXERCISE
(AS DEFINED IN THE WARRANTS AND ADDITIONAL WARRANTS) THEREOF.
5.3
LEGENDS.
THE PURCHASERS ACKNOWLEDGE AND AGREE THAT THE SECURITIES
MAY BEAR ONE OR MORE LEGENDS IN SUBSTANTIALLY THE FOLLOWING FORM AND SUBSTANCE:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED,
SOLD, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT UPON SATISFACTION
OF CERTAIN CONDITIONS, WHICH ARE SET FORTH IN THAT CERTAIN SECURITIES PURCHASE
AGREEMENT DATED APRIL 21, 2003, WHICH ALSO CONTAINS VARIOUS OTHER PROVISIONS
AFFECTING THESE SECURITIES, BINDING UPON TRANSFEREES HEREOF.
A COPY OF THIS
AGREEMENT MAY BE OBTAINED FROM THE CORPORATION OR ITS LEGAL COUNSEL."
In addition, certificates representing the Securities may contain any legend
required by the blue sky laws of any other state to the extent such laws are
applicable to the purchase and sale of the Securities hereunder.
All such
legends shall be removed (or replacement certificates without such legends shall
be issued), promptly upon any Purchaser's request, at any time from and after
the earliest of (i) the resale of the Securities pursuant to the Registration
Statement (as defined below) following the effectiveness of the Registration
Statement, (ii) receipt by the Company, following the effectiveness of the
Registration Statement, of a certification from the Purchaser that the
Securities will be resold pursuant to the Registration Statement and in
accordance with applicable prospectus delivery requirements or (iii) the time
that the Securities may be freely resold by the Purchaser pursuant to Rule 144.
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5.4
RESTRICTED SECURITIES.
PURCHASER UNDERSTANDS THAT THE SECURITIES
ARE CHARACTERIZED AS "RESTRICTED SECURITIES" UNDER THE FEDERAL SECURITIES LAWS,
INASMUCH AS THEY ARE BEING ACQUIRED FROM THE COMPANY IN A TRANSACTION NOT
INVOLVING A PUBLIC OFFERING AND THAT UNDER SUCH LAWS AND APPLICABLE REGULATIONS
SUCH SECURITIES MAY BE RESOLD WITHOUT REGISTRATION UNDER THE SECURITIES ACT ONLY
IN CERTAIN LIMITED CIRCUMSTANCES.
IN THIS CONNECTION, EACH PURCHASER REPRESENTS
THAT IT IS FAMILIAR WITH COMMISSION RULE 144,