TERMINATION OF OR FAILURE TO PRESERVE OR KEEP IN FULL FORCE AND EFFECT SUCH
EXISTENCE OF A SUBSIDIARY, RIGHT OR FRANCHISE COULD NOT INDIVIDUALLY OR IN THE
AGGREGATE REASONABLY HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.03.
COMPLIANCE WITH LAW.
THE COMPANY
WILL, AND WILL CAUSE EACH COMPANY SUBSIDIARY TO, COMPLY, IN ALL MATERIAL
RESPECTS, WITH ALL LAWS WHICH ARE APPLICABLE WITH RESPECT TO THE CONDUCT OF
THEIR RESPECTIVE BUSINESSES AND THE OWNERSHIP OF THEIR RESPECTIVE PROPERTIES
AND WILL MAINTAIN IN EFFECT ALL GOVERNMENT AUTHORIZATIONS, PROVIDED THAT THE
COMPANY SHALL NOT BE DEEMED TO BE IN VIOLATION OF THIS SECTION 5.04 AS A RESULT
OF ANY FAILURE TO COMPLY WITH ANY PROVISIONS OF SUCH LAWS OR FAILURE TO MAINTAIN
IN EFFECT, THE NONCOMPLIANCE WITH WHICH AND THE FAILURE TO MAINTAIN WHICH WOULD
NOT RESULT IN ENFORCEABLE FINES, PENALTIES, INJUNCTIVE RELIEF OR OTHER CIVIL OR
CRIMINAL LIABILITIES WHICH, IN THE AGGREGATE, COULD REASONABLY HAVE A MATERIAL
ADVERSE EFFECT.
SECTION 5.04.
MAINTAIN LISTING.
THE COMPANY WILL
USE COMMERCIALLY REASONABLE EFFORTS TO (X) MAINTAIN THE LISTING AND TRADING OF
ITS COMMON STOCK ON THE NYSE, FOR SO LONG AS THE COMPANY QUALIFIES FOR SUCH
LISTING UNDER THE RULES AND REGULATIONS OF THE NYSE AND (Y) COMPLY IN ALL
MATERIAL RESPECTS WITH THE COMPANY'S REPORTING, FILING, AND OTHER OBLIGATIONS,
UNDER THE RULES AND REGULATIONS OF THE NYSE.
IN THE EVENT THAT THE COMMON STOCK
IS NO LONGER ELIGIBLE FOR LISTING AND TRADING ON THE NYSE, THE COMPANY WILL USE
COMMERCIALLY REASONABLE EFFORTS TO SECURE THE LISTING OR QUOTATION OF THE COMMON
STOCK ON THE NASDAQ NATIONAL MARKET, THE NASDAQ SMALLCAP MARKET OR THE AMERICAN
STOCK EXCHANGE (IF SUCH LISTING IS PERMITTED BY THE BYLAWS, RULES OR REGULATIONS
OF ANY OF THE FOREGOING) AND TO COMPLY IN ALL MATERIAL RESPECTS WITH THE
COMPANY'S REPORTING, FILING AND OTHER OBLIGATIONS UNDER THE BYLAWS OR RULES OF
SUCH EXCHANGES OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., AS
APPLICABLE.
THE COMPANY WILL PROMPTLY PROVIDE TO THE INITIAL PURCHASER AND EACH
OF THE INVESTORS COPIES OF ANY NOTICES IT RECEIVES FROM THE NYSE AND ANY OTHER
EXCHANGE OR QUOTATION SYSTEM ON WHICH THE COMMON STOCK IS THEN LISTED REGARDING
THE CONTINUED ELIGIBILITY OF THE COMMON STOCK FOR LISTING ON SUCH EXCHANGES OR
QUOTATION SYSTEMS.
19
SECTION 5.05.
SECURE LISTING.
THE SHARES OF COMMON
STOCK ISSUABLE UPON CONVERSION OF THE SERIES B-1 STOCK SHALL BE DULY LISTED,
PENDING NOTICE OF ISSUANCE, ON THE NYSE PRIOR TO THE CLOSING AND THE COMPANY
SHALL MAINTAIN SUCH LISTING IN ACCORDANCE WITH SECTION 5.04.
SECTION 5.06.
EXEMPT PERSONS.
THE PROVISIONS OF THE
COMPANY'S BY-LAWS ANNEXED HERETO AS SCHEDULE 5.06 WILL REMAIN IN EFFECT.
ARTICLE VI
ACTIONS PRIOR TO CLOSING
SECTION 6.01.
ACCESS TO INFORMATION.
UNTIL THE
CLOSING DATE OR THE EARLIER TERMINATION OF THIS AGREEMENT, THE COMPANY WILL
PERMIT THE INITIAL PURCHASER AND REPRESENTATIVES OF THE INVESTORS TO VISIT AND
INSPECT ANY OF THE PROPERTIES OF THE COMPANY OR ANY OF THE COMPANY SUBSIDIARIES,
TO EXAMINE THE CORPORATE BOOKS, RECORDS, AGREEMENTS AND FILES OF