OF THIS AGREEMENT,
AND BY 9:00 A.M. (NEW YORK TIME) ON THE TRADING DAY FOLLOWING THE CLOSING DATE,
THE COMPANY SHALL ISSUE PRESS RELEASES DISCLOSING THE TRANSACTIONS CONTEMPLATED
HEREBY AND THE CLOSING.
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), 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 THE 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
17
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.
SECTION 4.5
[RESERVED]
SECTION 4.6
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, AFFILIATES 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
EXPENSES ARE INCURRED.
SECTION 4.7
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.
THE COMPANY UNDERSTANDS AND CONFIRMS THAT EACH
INVESTOR SHALL BE RELYING ON THE FOREGOING COVENANT AND AGREEMENT IN EFFECTING
TRANSACTIONS IN SECURITIES OF THE COMPANY.
SECTION 4.8
LISTING OF SECURITIES.
THE COMPANY AGREES, (I) IF THE
COMPANY APPLIES TO HAVE THE COMMON STOCK TRADED ON ANY OTHER TRADING MARKET, IT
WILL INCLUDE IN SUCH APPLICATION THE SHARES, AND WILL TAKE SUCH OTHER ACTION AS
IS NECESSARY OR DESIRABLE TO CAUSE THE SHARES TO BE LISTED ON SUCH OTHER TRADING
MARKET AS PROMPTLY