TAKE SUCH OTHER
ACTION AS IS NECESSARY TO CAUSE ALL OF THE SHARES AND WARRANT SHARES TO BE
LISTED ON SUCH OTHER TRADING MARKET AS PROMPTLY AS POSSIBLE.
THE COMPANY WILL
TAKE ALL ACTION REASONABLY NECESSARY TO CONTINUE THE LISTING AND TRADING OF ITS
COMMON STOCK ON A TRADING MARKET AND WILL COMPLY IN ALL RESPECTS WITH THE
COMPANY'S REPORTING, FILING AND OTHER OBLIGATIONS UNDER THE BYLAWS OR RULES OF
THE TRADING MARKET.
4.11
EQUAL TREATMENT OF PURCHASERS.
NO CONSIDERATION SHALL BE OFFERED OR
PAID TO ANY PERSON TO AMEND OR CONSENT TO A WAIVER OR MODIFICATION OF ANY
PROVISION OF ANY OF THE TRANSACTION DOCUMENTS UNLESS THE SAME CONSIDERATION IS
ALSO OFFERED TO ALL OF THE PARTIES TO THE TRANSACTION DOCUMENTS.
FOR
CLARIFICATION PURPOSES, THIS PROVISION CONSTITUTES A SEPARATE RIGHT GRANTED TO
EACH PURCHASER BY THE COMPANY AND NEGOTIATED SEPARATELY BY EACH PURCHASER, AND
IS INTENDED FOR THE COMPANY TO TREAT THE PURCHASERS AS A CLASS AND SHALL NOT IN
ANY WAY BE CONSTRUED
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AS THE PURCHASERS ACTING IN CONCERT OR AS A GROUP WITH RESPECT TO THE PURCHASE,
DISPOSITION OR VOTING OF SECURITIES OR OTHERWISE.
4.12
SHORT SALES AND CONFIDENTIALITY AFTER THE DATE HEREOF.
EACH
PURCHASER, SEVERALLY AND NOT JOINTLY WITH THE OTHER PURCHASERS, COVENANTS THAT
NEITHER IT NOR ANY AFFILIATE ACTING ON ITS BEHALF OR PURSUANT TO ANY
UNDERSTANDING WITH IT WILL EXECUTE ANY SHORT SALES DURING THE PERIOD COMMENCING
AT THE DISCUSSION TIME AND ENDING AT THE TIME THAT THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT ARE FIRST PUBLICLY ANNOUNCED AS DESCRIBED IN SECTION 4.4.
EACH PURCHASER, SEVERALLY AND NOT JOINTLY WITH THE OTHER PURCHASERS, COVENANTS
THAT UNTIL SUCH TIME AS THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE
PUBLICLY DISCLOSED BY THE COMPANY AS DESCRIBED IN SECTION 4.4, SUCH PURCHASER
WILL MAINTAIN THE CONFIDENTIALITY OF ALL DISCLOSURE MADE TO IT IN CONNECTION
WITH THIS TRANSACTION (INCLUDING THE EXISTENCE AND TERMS OF THIS TRANSACTION).
EACH PURCHASER SEVERALLY AND NOT JOINTLY WITH ANY OTHER PURCHASER, UNDERSTANDS
AND ACKNOWLEDGES, AND AGREES, TO ACT IN A MANNER THAT WILL NOT VIOLATE THE
POSITIONS OF THE COMMISSION AS SET FORTH IN ITEM 65, SECTION A, OF THE MANUAL OF
PUBLICLY AVAILABLE TELEPHONE INTERPRETATIONS, DATED JULY 1997, COMPILED BY THE
OFFICE OF CHIEF COUNSEL, DIVISION OF CORPORATION FINANCE. NOTWITHSTANDING THE
FOREGOING, NO PURCHASER MAKES ANY REPRESENTATION, WARRANTY OR COVENANT HEREBY
THAT IT WILL NOT ENGAGE IN SHORT SALES IN THE SECURITIES OF THE COMPANY AFTER
THE TIME THAT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE FIRST PUBLICLY
ANNOUNCED AS DESCRIBED IN SECTION 4.4.
NOTWITHSTANDING THE FOREGOING, IN THE
CASE OF A PURCHASER THAT IS A MULTI-MANAGED INVESTMENT VEHICLE WHEREBY SEPARATE
PORTFOLIO MANAGERS MANAGE SEPARATE PORTIONS OF SUCH PURCHASER'S ASSETS AND THE
PORTFOLIO MANAGERS HAVE NO DIRECT KNOWLEDGE OF THE INVESTMENT DECISIONS MADE BY
THE PORTFOLIO MANAGERS MANAGING OTHER PORTIONS OF SUCH PURCHASER'S ASSETS, THE
COVENANT SET FORTH ABOVE SHALL ONLY APPLY WITH RESPECT TO THE PORTION OF ASSETS
MANAGED BY THE PORTFOLIO MANAGER THAT MADE THE INVESTMENT DECISION TO PURCHASE
THE