PAID BY THE PURCHASERS FOR ALL OF THE SHARES PURCHASED
HEREUNDER.
(E)
THE RESTRICTIONS CONTAINED IN PARAGRAPHS
(A), (B) AND (D) OF THIS SECTION 4.5 SHALL NOT APPLY TO EXCLUDED STOCK,
4.6
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE COMPANY SHALL,
ON OR BEFORE 8:30 A.M., NEW YORK CITY TIME, ON MARCH 11, 2004, ISSUE A PRESS
RELEASE REASONABLY ACCEPTABLE TO THE PURCHASERS DISCLOSING ALL MATERIAL TERMS OF
THE TRANSACTIONS CONTEMPLATED HEREBY.
ON THE FIRST TRADING DAY FOLLOWING THE
CLOSING DATE, THE COMPANY SHALL FILE A CURRENT REPORT ON FORM 8-K WITH THE
COMMISSION (THE "8-K FILING") DESCRIBING THE TERMS OF THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND INCLUDING AS EXHIBITS TO SUCH
CURRENT REPORT ON FORM 8-K THIS AGREEMENT AND THE FORM OF BOTH THE ADDITIONAL
INVESTMENT RIGHTS AND THE WARRANTS, IN THE FORM REQUIRED BY THE EXCHANGE ACT.
THEREAFTER, THE COMPANY SHALL TIMELY FILE ANY FILINGS AND NOTICES REQUIRED BY
THE COMMISSION OR APPLICABLE LAW WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY AND PROVIDE COPIES THEREOF TO THE PURCHASERS PROMPTLY AFTER FILING.
EXCEPT WITH RESPECT TO THE 8-K FILING AND THE PRESS RELEASE REFERENCED ABOVE (A
COPY OF WHICH WILL BE PROVIDED TO THE PURCHASERS FOR THEIR REVIEW AS EARLY
15
AS PRACTICABLE PRIOR TO ITS FILING), THE COMPANY SHALL, AT LEAST TWO TRADING
DAYS PRIOR TO THE FILING OR DISSEMINATION OF ANY DISCLOSURE REQUIRED BY THIS
PARAGRAPH, PROVIDE A COPY THEREOF TO THE PURCHASERS FOR THEIR REVIEW.
THE
COMPANY AND THE PURCHASERS SHALL CONSULT WITH EACH OTHER IN ISSUING ANY PRESS
RELEASES OR OTHERWISE MAKING PUBLIC STATEMENTS OR FILINGS AND OTHER
COMMUNICATIONS WITH THE COMMISSION OR ANY REGULATORY AGENCY OR TRADING MARKET
WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND NEITHER PARTY SHALL
ISSUE ANY SUCH PRESS RELEASE OR OTHERWISE MAKE ANY SUCH PUBLIC STATEMENT, FILING
OR OTHER COMMUNICATION WITHOUT THE PRIOR CONSENT OF THE OTHER, 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, FILING OR
OTHER 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 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.
THE COMPANY SHALL NOT, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES AND
ITS AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS NOT
TO, PROVIDE ANY PURCHASER WITH ANY MATERIAL NONPUBLIC INFORMATION REGARDING THE
COMPANY OR ANY OF ITS SUBSIDIARIES FROM AND AFTER THE FILING OF THE 8-K FILING
WITHOUT THE EXPRESS WRITTEN CONSENT OF SUCH PURCHASER.
SUBJECT TO THE
FOREGOING, NEITHER THE COMPANY NOR ANY PURCHASER SHALL ISSUE ANY PRESS RELEASES
OR ANY OTHER PUBLIC STATEMENTS WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY; PROVIDED, HOWEVER, THAT THE