SECURITIES AND OTHER SECURITIES ISSUED TO
THE WP PARTIES, AS THE WP PARTIES SHALL BE ISSUED UNITS OF NEW SECURITIES AND
OTHER SECURITIES.
(F)
CERTAIN LEGAL REQUIREMENTS.
IN THE EVENT THAT THE PARTICIPATION IN A
PROPOSED ISSUANCE OF NEW SECURITIES BY AN OTHER SHAREHOLDER WOULD REQUIRE UNDER
APPLICABLE LAW (I) THE REGISTRATION OR QUALIFICATION OF SUCH SECURITIES OR OF
ANY PERSON AS A BROKER OR DEALER OR AGENT WITH RESPECT TO SUCH SECURITIES OR
(II) THE PROVISION TO ANY PARTICIPANT IN THE ISSUANCE OF ANY INFORMATION
REGARDING THE COMPANY OR THE SECURITIES, SUCH OTHER SHAREHOLDER SHALL NOT HAVE
THE RIGHT TO PARTICIPATE IN THE ISSUANCE.
WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, IT IS UNDERSTOOD AND AGREED THAT THE COMPANY SHALL NOT BE UNDER
ANY OBLIGATION TO EFFECT A REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES
ACT OR SIMILAR STATE STATUTES.
(G)
FURTHER ASSURANCES.
EACH OTHER SHAREHOLDER, WHETHER IN ITS CAPACITY AS A
SECURITYHOLDER, OFFICER OR DIRECTOR OF THE COMPANY, OR OTHERWISE, SHALL TAKE OR
CAUSE TO BE TAKEN ALL SUCH REASONABLE ACTIONS AS MAY BE NECESSARY OR REASONABLY
DESIRABLE IN ORDER EXPEDITIOUSLY TO CONSUMMATE EACH ISSUANCE PURSUANT TO THIS
SECTION 7 AND ANY RELATED TRANSACTIONS, INCLUDING, WITHOUT LIMITATION,
EXECUTING, ACKNOWLEDGING AND DELIVERING CONSENTS, ASSIGNMENTS, WAIVERS AND OTHER
DOCUMENTS OR INSTRUMENTS; FILING APPLICATIONS, REPORTS, RETURNS, FILINGS AND
OTHER DOCUMENTS OR INSTRUMENTS WITH GOVERNMENTAL AUTHORITIES; AND OTHERWISE
COOPERATING WITH THE COMPANY AND THE WP PARTIES.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, EACH SUCH OTHER SHAREHOLDER AGREES TO EXECUTE AND
DELIVER SUCH SUBSCRIPTION AND OTHER AGREEMENTS SPECIFIED BY THE COMPANY.
15
(H)
EXPENSES.
ALL REASONABLE COSTS AND EXPENSES INCURRED BY THE WP PARTIES OR
THE COMPANY IN CONNECTION WITH ANY PROPOSED ISSUANCE OF NEW SECURITIES AND, IF
APPLICABLE, OTHER SECURITIES (WHETHER OR NOT CONSUMMATED), INCLUDING WITHOUT
LIMITATION ALL ATTORNEY'S FEES AND CHARGES, ALL ACCOUNTING FEES AND CHARGES AND
ALL FINDERS, BROKERAGE OR INVESTMENT BANKING FEES, CHARGES OR COMMISSIONS, SHALL
BE PAID BY THE COMPANY.
ANY OTHER COSTS AND EXPENSES INCURRED BY OR ON BEHALF
OF ANY OTHER SHAREHOLDER
IN CONNECTION WITH SUCH PROPOSED ISSUANCE OF NEW
SECURITIES AND, IF APPLICABLE, OTHER SECURITIES (WHETHER OR NOT CONSUMMATED)
SHALL BE BORNE BY SUCH OTHER SHAREHOLDER.
(I)
CLOSING.
THE CLOSING OF AN ISSUANCE PURSUANT TO SECTION 7 SHALL TAKE
PLACE AT SUCH TIME AND PLACE AS THE COMPANY SHALL SPECIFY BY NOTICE TO EACH
PARTICIPATING SHAREHOLDER.
AT THE CLOSING OF ANY ISSUANCE UNDER THIS SECTION 7,
EACH PARTICIPATING SHAREHOLDER SHALL BE DELIVERED THE NOTES, CERTIFICATES OR
OTHER INSTRUMENTS EVIDENCING THE NEW SECURITIES (AND, IF APPLICABLE, OTHER
SECURITIES) TO BE ISSUED TO SUCH PARTICIPATING SHAREHOLDER, REGISTERED IN THE
NAME OF SUCH PARTICIPATING SHAREHOLDER OR HIS DESIGNATED NOMINEE, FREE AND CLEAR
OF ANY LIENS OR ENCUMBRANCES, WITH ANY TRANSFER TAX STAMPS AFFIXED, AGAINST
DELIVERY BY SUCH PARTICIPATING SHAREHOLDER OF THE APPLICABLE CONSIDERATION.
(J)
POST-ISSUANCE NOTICE.
NOTWITHSTANDING THE NOTICE REQUIREMENTS OF
SECTIONS 7(A) AND 7(B), THE COMPANY MAY PROCEED WITH ANY PROPOSED ISSUANCE OF
NEW SECURITIES PRIOR TO HAVING COMPLIED WITH THE PROVISIONS OF SUCH SECTIONS;