AN INVESTMENT IN
THE SHARES AND, AT THE PRESENT TIME, IS ABLE TO AFFORD A COMPLETE LOSS OF SUCH
INVESTMENT.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1
FURNISHING OF INFORMATION.
FOR SO LONG AS THE PURCHASER OWNS ANY
SHARES, (A) THE COMPANY COVENANTS TO TIMELY FILE (OR OBTAIN EXTENSIONS IN
RESPECT THEREOF AND FILE WITHIN THE APPLICABLE GRACE PERIOD) ALL REPORTS
REQUIRED TO BE FILED BY THE COMPANY AFTER THE DATE HEREOF PURSUANT TO THE
EXCHANGE ACT EVEN IF THE COMPANY IS NOT THEN SUBJECT TO THE REPORTING
REQUIREMENTS OF THE EXCHANGE ACT AND (B) IF THE COMPANY IS NOT REQUIRED TO FILE
REPORTS PURSUANT TO THE EXCHANGE ACT, IT WILL PREPARE AND FURNISH TO THE
PURCHASER AND MAKE PUBLICLY AVAILABLE IN ACCORDANCE WITH RULE 144(C) SUCH
INFORMATION AS IS REQUIRED FOR THE PURCHASER TO SELL THE SHARES UNDER RULE 144.
THE COMPANY FURTHER COVENANTS THAT IT WILL TAKE SUCH FURTHER ACTION AS ANY
HOLDER OF SHARES MAY REASONABLY REQUEST, TO THE EXTENT REQUIRED FROM TIME TO
TIME TO ENABLE SUCH PERSON TO SELL SUCH SHARES WITHOUT REGISTRATION UNDER THE
SECURITIES ACT WITHIN THE REQUIREMENTS OF THE EXEMPTION PROVIDED BY RULE 144.
4.2
INTEGRATION.
THE COMPANY SHALL NOT SELL, OFFER FOR SALE OR
SOLICIT OFFERS TO BUY OR OTHERWISE NEGOTIATE IN RESPECT OF ANY SECURITY (AS
DEFINED IN SECTION 2 OF THE SECURITIES ACT) THAT WOULD BE INTEGRATED WITH THE
OFFER OR SALE OF THE SHARES FOR PURPOSES OF THE RULES AND REGULATIONS OF ANY
TRADING MARKET SUCH THAT IT WOULD REQUIRE SHAREHOLDER APPROVAL PRIOR TO THE
CLOSING OF SUCH OTHER TRANSACTION UNLESS SHAREHOLDER APPROVAL IS OBTAINED BEFORE
THE CLOSING OF SUCH SUBSEQUENT TRANSACTION.
4.3
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE COMPANY SHALL, BY
8:30 A.M. (NEW YORK CITY TIME) ON THE TRADING DAY IMMEDIATELY FOLLOWING THE DATE
HEREOF, ISSUE A CURRENT REPORT ON FORM 8-K, DISCLOSING THE MATERIAL TERMS OF THE
TRANSACTIONS CONTEMPLATED HEREBY, AND FILING THE TRANSACTION DOCUMENTS AS
EXHIBITS THERETO AS WELL AS THE PROSPECTUS SUPPLEMENT.
THE COMPANY AND THE
PURCHASER SHALL CONSULT WITH EACH OTHER IN ISSUING ANY OTHER PRESS RELEASES WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND NEITHER THE COMPANY NOR THE
PURCHASER SHALL ISSUE ANY SUCH PRESS RELEASE OR OTHERWISE MAKE ANY SUCH PUBLIC
STATEMENT WITHOUT THE PRIOR CONSENT OF THE COMPANY, WITH RESPECT TO ANY PRESS
RELEASE OR PUBLIC STATEMENT OF THE PURCHASER, OR WITHOUT THE PRIOR CONSENT OF
THE PURCHASER, WITH RESPECT TO ANY PRESS RELEASE OR PUBLIC STATEMENT OF THE
COMPANY.
NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL NOT PUBLICLY DISCLOSE
THE NAME OF THE PURCHASER OR ANY OF ITS AFFILIATES, OR INCLUDE THE NAME OF THE
PURCHASER OR ANY OF ITS AFFILIATES IN ANY FILING WITH THE COMMISSION (INCLUDING
THE FORM 8-K AND THE PROSPECTUS SUPPLEMENT REFERRED TO ABOVE) OR ANY REGULATORY
AGENCY OR TRADING MARKET, WITHOUT THE PRIOR WRITTEN CONSENT OF THE PURCHASER,
EXCEPT THAT THE PURCHASER'S CONSENT SHALL NOT BE REQUIRED WITH RESPECT TO
SUBSEQUENT REGULATORY FILINGS BY THE COMPANY IF THE DISCLOSURE IN SUCH
SUBSEQUENT REGULATORY FILINGS