CONDITIONS AND OBLIGATIONS.
THE CONDITIONS PRECEDENT IMPOSED BY SECTION 4 OR THIS SECTION 6 UPON THE
TRANSFERABILITY OF THE SHARES SHALL CEASE AND TERMINATE AS TO ANY PARTICULAR
NUMBER OF THE SHARES WHEN SUCH SHARES SHALL HAVE BEEN EFFECTIVELY REGISTERED
UNDER THE SECURITIES ACT AND SOLD OR OTHERWISE DISPOSED OF IN ACCORDANCE WITH
THE INTENDED METHOD OF DISPOSITION SET FORTH IN THE REGISTRATION STATEMENT
COVERING SUCH SHARES OR AT SUCH TIME AS AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY SHALL HAVE BEEN RENDERED TO THE EFFECT THAT SUCH CONDITIONS ARE NOT
NECESSARY IN ORDER TO COMPLY WITH THE SECURITIES ACT.
6.5
INFORMATION AVAILABLE.
SO LONG AS THE
REGISTRATION STATEMENT IS EFFECTIVE COVERING THE RESALE OF SHARES OWNED BY THE
INVESTOR, THE COMPANY WILL MAKE AVAILABLE TO THE INVESTOR THROUGH THE COMPANY'S
EDGAR FILINGS OR BY DELIVERY ON REQUEST:
(A)
AS SOON AS PRACTICABLE AFTER IT IS
AVAILABLE, ONE COPY OF (I) ITS ANNUAL REPORT TO STOCKHOLDERS (WHICH ANNUAL
REPORT SHALL CONTAIN FINANCIAL STATEMENTS AUDITED IN ACCORDANCE WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES BY A NATIONAL FIRM OF CERTIFIED PUBLIC
ACCOUNTANTS), (II) IF NOT INCLUDED IN SUBSTANCE IN THE ANNUAL REPORT TO
SHAREHOLDERS, ITS ANNUAL REPORT ON FORM 10-K (THE FOREGOING, IN EACH CASE,
EXCLUDING EXHIBITS) AND (III) ITS QUARTERLY REPORTS ON 10-Q;
(B)
UPON THE REASONABLE REQUEST OF THE
INVESTOR, ALL OTHER INFORMATION THAT IS MADE AVAILABLE TO STOCKHOLDERS; AND
(C)
UPON THE REASONABLE REQUEST OF THE
INVESTOR, UP TO 20 COPIES OF THE PROSPECTUSES TO SUPPLY TO ANY OTHER PARTY
REQUIRING SUCH PROSPECTUSES; AND THE COMPANY, UPON THE REASONABLE REQUEST OF THE
INVESTOR, WILL MEET WITH THE INVESTOR OR A REPRESENTATIVE THEREOF AT THE
COMPANY'S HEADQUARTERS TO DISCUSS ALL INFORMATION RELEVANT FOR DISCLOSURE IN THE
REGISTRATION STATEMENT COVERING THE SHARES AND WILL OTHERWISE REASONABLY
COOPERATE WITH THE INVESTOR CONDUCTING AN INVESTIGATION FOR THE PURPOSE OF
REDUCING OR ELIMINATING THE INVESTOR'S EXPOSURE TO LIABILITY UNDER THE
SECURITIES ACT, INCLUDING THE REASONABLE PRODUCTION OF INFORMATION AT THE
COMPANY'S HEADQUARTERS; PROVIDED, THAT THE COMPANY SHALL NOT BE REQUIRED TO
DISCLOSE ANY CONFIDENTIAL INFORMATION TO OR MEET AT ITS HEADQUARTERS WITH THE
INVESTOR UNTIL AND UNLESS THE INVESTOR SHALL HAVE ENTERED INTO A CONFIDENTIALITY
AGREEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY WITH THE
COMPANY WITH RESPECT THERETO.
D-15
6.6
TRANSFER OR ASSIGNMENT OF REGISTRATION
RIGHTS.
THE RIGHTS TO CAUSE THE COMPANY TO REGISTER THE SHARES ISSUED TO THE
INVESTOR BY THE COMPANY UNDER THIS SECTION 6 MAY BE TRANSFERRED OR ASSIGNED BY
THE INVESTOR ONLY TO A TRANSFEREE OR ASSIGNEE OF NOT LESS THAN 500,000 SHARES
(AS PRESENTLY CONSTITUTED AND SUBJECT TO SUBSEQUENT ADJUSTMENTS FOR STOCK
SPLITS, STOCK DIVIDENDS, REVERSE STOCK SPLITS, AND THE LIKE) IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT WHICH WOULD
RESULT IN THE TRANSFEREE OR ASSIGNEE HOLDING "RESTRICTED SECURITIES" WITHIN THE
MEANING OF RULE 144 UNDER THE SECURITIES ACT; PROVIDED THAT (I) SUCH TRANSFER OR
ASSIGNMENT OF SHARES IS EFFECTED IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS,
(II) THE COMPANY IS