which it is
stamped, if, unless otherwise required by state securities laws, (i) such
Securities have been registered and sold pursuant to an effective registration
statement under the Securities Act or (ii) in connection with a sale, assignment
or other transfer, the Company reasonably requests that such holder provide the
Company with opinion of counsel reasonably acceptable to the Company that the
sale, assignment or transfer of the Securities may be made without registration
under the applicable requirements of the Securities Act.
4.2
FURNISHING OF INFORMATION.
SO LONG AS ANY INVESTOR OWNS ANY SECURITIES,
THE COMPANY COVENANTS TO USE COMMERCIALLY REASONABLE EFFORTS 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.
UPON THE REASONABLE REQUEST OF ANY INVESTOR, THE
COMPANY SHALL DELIVER TO SUCH INVESTOR A WRITTEN CERTIFICATION OF A DULY
AUTHORIZED OFFICER AS TO WHETHER IT HAS COMPLIED WITH THE PRECEDING SENTENCE.
THE COMPANY FURTHER COVENANTS THAT IT WILL TAKE SUCH FURTHER ACTION AS ANY
HOLDER OF SECURITIES MAY REASONABLY REQUEST TO SATISFY THE PROVISIONS OF THIS
SECTION 4.2.
4.3
INTEGRATION.
THE COMPANY SHALL NOT, AND SHALL USE ITS COMMERCIALLY
REASONABLE EFFORTS TO ENSURE THAT NO AFFILIATE THEREOF SHALL, 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 SECURITIES IN A MANNER THAT WOULD REQUIRE THE
REGISTRATION UNDER THE SECURITIES ACT OF THE SALE OF THE SECURITIES TO THE
INVESTORS OR THAT WOULD BE INTEGRATED WITH THE OFFER OR SALE OF THE SECURITIES
FOR PURPOSES OF THE RULES AND REGULATIONS OF ANY TRADING MARKET.
4.4
RESERVATION OF SECURITIES.
THE COMPANY SHALL MAINTAIN A RESERVE FROM ITS
DULY AUTHORIZED SHARES OF COMMON STOCK FOR ISSUANCE PURSUANT TO THE TRANSACTION
DOCUMENTS IN SUCH AMOUNT AS MAY BE REQUIRED TO FULFILL ITS OBLIGATIONS IN FULL
UNDER THE TRANSACTION DOCUMENTS.
IN THE EVENT THAT AT ANY TIME THE THEN
AUTHORIZED SHARES OF COMMON STOCK ARE INSUFFICIENT FOR THE COMPANY TO SATISFY
ITS OBLIGATIONS IN FULL UNDER THE TRANSACTION DOCUMENTS, THE COMPANY SHALL
PROMPTLY TAKE SUCH ACTIONS AS MAY BE REQUIRED TO INCREASE THE NUMBER OF
AUTHORIZED SHARES.
4.5
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE COMPANY SHALL, ON OR BEFORE
8:30 A.M., NEW YORK TIME, ON THE FIRST TRADING DAY FOLLOWING EXECUTION OF THIS
AGREEMENT, ISSUE A PRESS RELEASE ACCEPTABLE TO THE INVESTORS DISCLOSING ALL
MATERIAL TERMS OF THE TRANSACTIONS CONTEMPLATED HEREBY.
THE COMPANY SHALL FILE
A CURRENT REPORT ON FORM 8-K WITH THE SEC (THE "8-K FILING") WITHIN FOUR (4)
BUSINESS DAYS OF EXECUTION OF THIS AGREEMENT DESCRIBING THE TERMS OF THE
TRANSACTIONS
14
CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND INCLUDING AS EXHIBITS TO SUCH
CURRENT REPORT ON FORM 8-K THIS AGREEMENT IN THE FORM REQUIRED BY THE EXCHANGE
ACT.
THEREAFTER, THE COMPANY SHALL TIMELY FILE ANY FILINGS AND NOTICES