INITIAL CLOSING DATE OR ENGAGE IN ANY BUSINESS UNLESS SUCH BUSINESS IS
REASONABLY RELATED TO SUCH PRINCIPAL LINE OF BUSINESS OF THE COMPANY GROUP AS
CONDUCTED ON THE INITIAL CLOSING DATE;
(J)
COMPLETE A MATERIAL ACQUISITION THAT IS NOT APPROVED BY THE BOARD
OF DIRECTORS, INCLUDING THE CONSENT OF THE INVESTOR DIRECTOR; OR
(K)
WITH RESPECT TO THE COMPANY OR ANY MATERIAL SUBSIDIARY, MAKE AN
ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR ADMIT IN WRITING ITS INABILITY TO PAY
ITS DEBTS GENERALLY AS THEY BECOME DUE, OR PETITION OR APPLY TO ANY TRIBUNAL FOR
THE APPOINTMENT OF A CUSTODIAN, TRUSTEE, RECEIVER OR LIQUIDATOR OF THE COMPANY
OR ANY MATERIAL SUBSIDIARY OR OF ANY SUBSTANTIAL PART OF THE ASSETS OF THE
COMPANY OR ANY MATERIAL SUBSIDIARY, OR COMMENCE ANY PROCEEDING (OTHER THAN A
PROCEEDING FOR THE VOLUNTARY LIQUIDATION AND DISSOLUTION OF A SUBSIDIARY)
RELATING TO THE COMPANY OR ANY MATERIAL SUBSIDIARY UNDER ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY, READJUSTMENT OF DEBT, DISSOLUTION OR
LIQUIDATION LAW OF ANY JURISDICTION; OR APPROVE, CONSENT TO OR ACQUIESCENCE IN
ANY SUCH PETITION OR APPLICATION FILED, OR ANY SUCH PROCEEDING COMMENCED, BY ANY
THIRD PARTY AGAINST THE COMPANY OR ANY SUBSIDIARY.
8.2
REQUIRED ACTIONS.
PRIOR TO THE CONVERSION OR REDEMPTION OF ALL THE
SERIES D SHARES, EACH OF THE COMPANY AND EACH OTHER MEMBER OF THE COMPANY GROUP
SHALL:
(A)
USE ITS REASONABLE EFFORTS TO MAINTAIN AT ALL TIMES, OR TO REAPPLY
FOR, A VALID LISTING FOR THE COMMON STOCK ON A NATIONAL SECURITIES EXCHANGE OR
NASDAQ AND AS PROMPTLY AS POSSIBLE FOLLOWING THE LISTING OF THE COMMON STOCK ON
A NATIONAL SECURITIES EXCHANGE OR NASDAQ, SECURE THE LISTING OF ALL OF THE
CONVERSION SHARES AND WARRANT SHARES UPON SUCH NATIONAL SECURITIES EXCHANGE OR
NASDAQ AND MAINTAIN SUCH LISTING OF ALL CONVERSION SHARES AND WARRANT SHARES
FROM TIME TO TIME ISSUABLE UNDER THE TERMS HEREOF AND THE SERIES D PREFERRED
STOCK CERTIFICATE OF DESIGNATION AND PURSUANT TO THE WARRANT, AND MAINTAIN THE
COMMON STOCK'S AUTHORIZATION FOR TRADING ON A NATIONAL SECURITIES EXCHANGE OR
QUOTATION ON NASDAQ;
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(B)
MAINTAIN AND KEEP ITS PROPERTIES IN GOOD REPAIR, WORKING ORDER AND
CONDITION, AND FROM TIME TO TIME MAKE ALL NECESSARY OR DESIRABLE REPAIRS,
RENEWALS AND REPLACEMENTS, SO THAT ITS BUSINESSES MAY BE PROPERLY AND
ADVANTAGEOUSLY CONDUCTED IN ALL MATERIAL RESPECTS AT ALL TIMES;
(C)
MAINTAIN OR CAUSE TO BE MAINTAINED WITH FINANCIALLY SOUND AND
REPUTABLE INSURERS (I) PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE WITH
RESPECT TO THEIR RESPECTIVE BUSINESSES AND PROPERTIES AGAINST LOSS OR DAMAGE OF
THE KINDS AND IN AMOUNTS CUSTOMARILY CARRIED OR MAINTAINED BY COMPANIES OF
ESTABLISHED REPUTATION ENGAGED IN SIMILAR BUSINESSES, AND (II) WITH RESPECT TO
THE COMPANY ONLY, DIRECTORS' AND OFFICERS' LIABILITY INSURANCE PROVIDING AT
LEAST THE SAME COVERAGE AND AMOUNTS AND CONTAINING TERMS AND CONDITIONS WHICH
ARE NOT LESS ADVANTAGEOUS IN ANY MATERIAL RESPECT, IN EACH CASE THAN THE
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE MAINTAINED BY THE COMPANY AS OF THE
INITIAL CLOSING DATE;
(D)
PAY AND DISCHARGE WHEN DUE ALL TAX LIABILITIES,