by the
Company pursuant to the Transaction Documents, or (d) the exercise of or
conversion of any convertible securities, options or warrants issued and
outstanding on the Closing Date, provided that such securities have not been
amended since the date hereof to increase the type or number of securities
issuable with respect thereto or decrease the exercise or conversion price of
such securities, or (e) acquisitions, business partnerships, joint ventures,
real property leasing arrangements or other strategic investments, the primary
purpose of which is not to raise capital, or commercial credit arrangements or
debt financings from a bank or similar financial institution, (f) firm
commitment underwritten public offerings, commercial credit arrangements, debt
financing from a commercial bank or similar financial institutions or (g)
leasing arrangements from a bank or similar financial institution approved by
the Company's Supervisory Board.
4.8
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE COMPANY SHALL, BY 8:30
A.M. EASTERN TIME ON THE TRADING DAY FOLLOWING THE DATE HEREOF, ISSUE A PRESS
RELEASE OR FILE A CURRENT REPORT ON FORM 8-K REASONABLY ACCEPTABLE TO EACH
PURCHASER DISCLOSING ALL MATERIAL TERMS OF THE TRANSACTIONS CONTEMPLATED
HEREBY.
THE COMPANY AND THE PURCHASERS SHALL CONSULT WITH EACH OTHER IN ISSUING
ANY PRESS RELEASES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY.
NOTWITHSTANDING THE FOREGOING, OTHER THAN IN ANY REGISTRATION STATEMENT FILED
PURSUANT TO THE REGISTRATION RIGHTS AGREEMENT AND FILINGS RELATED THERETO, 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 PRINCIPAL MARKET, WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH PURCHASER, EXCEPT
TO THE EXTENT SUCH DISCLOSURE IS REQUIRED BY LAW OR PRINCIPAL MARKET
REGULATIONS, IN WHICH CASE THE COMPANY SHALL PROVIDE EACH PURCHASER WITH PRIOR
NOTICE OF SUCH DISCLOSURE.
4.9
NON-PUBLIC INFORMATION.
THE COMPANY COVENANTS AND AGREES THAT
OTHER THAN AS IT RELATES TO THE TRANSACTION DOCUMENTS NEITHER IT NOR ANY OTHER
PERSON ACTING ON ITS BEHALF WILL PROVIDE ANY PURCHASER OR ITS AGENTS OR COUNSEL
WITH ANY INFORMATION THAT THE COMPANY BELIEVES CONSTITUTES MATERIAL NON-PUBLIC
INFORMATION, UNLESS PRIOR THERETO SUCH PURCHASER SHALL HAVE EXECUTED A WRITTEN
AGREEMENT REGARDING THE CONFIDENTIALITY AND USE OF SUCH INFORMATION.
THE
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Company understands and confirms that each Purchaser shall be relying on the
foregoing representations in effecting transactions in securities of the
Company.
4.10
USE OF PROCEEDS.
THE COMPANY SHALL USE THE NET PROCEEDS FROM THE
SALE OF THE SECURITIES HEREUNDER FOR WORKING CAPITAL PURPOSES, BUT NOT TO REDEEM
ANY COMPANY EQUITY OR EQUITY-EQUIVALENT SECURITIES. PRIOR TO THE RECEIPT OF
SHAREHOLDER APPROVAL, THE COMPANY SHALL NOT DECLARE OR PAY ANY CASH DIVIDEND ON
ITS SHARES OF COMMON STOCK WHILE ANY DEBENTURES REMAIN OUTSTANDING.
4.11
REIMBURSEMENT. IF ANY PURCHASER BECOMES INVOLVED IN ANY CAPACITY IN
ANY PROCEEDING BY OR AGAINST ANY PERSON WHO IS A SHAREHOLDER OF THE COMPANY,
SOLELY AS A RESULT OF SUCH PURCHASER'S ACQUISITION OF THE SECURITIES UNDER THIS
AGREEMENT AND WITHOUT CAUSATION BY ANY OTHER ACTIVITY, OBLIGATION, CONDITION OR
LIABILITY PERTAINING TO SUCH