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.
IV.4
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE
COMPANY SHALL, BY 8:30 A.M. EASTERN TIME ON THE TRADING DAY FOLLOWING THE
CLOSING DATE, ISSUE A PRESS RELEASE OR FILE A
18
CURRENT REPORT ON FORM 8-K, IN EACH CASE REASONABLY ACCEPTABLE TO COUNSEL FOR
THE PLACEMENT AGENT DISCLOSING THE TRANSACTIONS CONTEMPLATED HEREBY.
THE
COMPANY AND SUCH COUNSEL FOR THE PLACEMENT AGENT SHALL CONSULT WITH EACH OTHER
IN ISSUING ANY PRESS RELEASES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY, AND NEITHER THE COMPANY NOR ANY 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 OF ANY PURCHASER, OR WITHOUT THE
PRIOR CONSENT OF COUNSEL TO THE PLACEMENT AGENT, WITH RESPECT TO ANY PRESS
RELEASE OF THE COMPANY, WHICH CONSENT SHALL NOT UNREASONABLY BE WITHHELD, EXCEPT
IF SUCH DISCLOSURE IS REQUIRED BY LAW, IN WHICH CASE THE DISCLOSING PARTY SHALL
PROMPTLY PROVIDE THE OTHER PARTY WITH PRIOR NOTICE OF SUCH PUBLIC STATEMENT OR
COMMUNICATION.
NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL NOT PUBLICLY
DISCLOSE THE NAME OF ANY PURCHASER, OR INCLUDE THE NAME OF ANY PURCHASER IN ANY
FILING WITH THE COMMISSION OR ANY REGULATORY AGENCY OR TRADING MARKET, WITHOUT
THE PRIOR WRITTEN CONSENT OF SUCH PURCHASER, EXCEPT (I) AS REQUIRED BY FEDERAL
SECURITIES LAW IN CONNECTION WITH THE REGISTRATION STATEMENT CONTEMPLATED BY THE
REGISTRATION RIGHTS AGREEMENT AND (II) TO THE EXTENT SUCH DISCLOSURE IS REQUIRED
BY LAW OR TRADING MARKET REGULATIONS, IN WHICH CASE THE COMPANY SHALL PROVIDE
THE PURCHASERS WITH PRIOR NOTICE OF SUCH DISCLOSURE PERMITTED UNDER SUBCLAUSE
(I) OR (II).
IV.5
SHAREHOLDERS RIGHTS PLAN.
NO CLAIM WILL BE MADE
OR ENFORCED BY THE COMPANY OR, TO THE KNOWLEDGE OF THE COMPANY, ANY OTHER PERSON
THAT ANY PURCHASER IS AN "ACQUIRING PERSON" UNDER ANY SHAREHOLDERS RIGHTS PLAN
OR SIMILAR PLAN OR ARRANGEMENT IN EFFECT OR HEREAFTER ADOPTED BY THE COMPANY, OR
THAT ANY PURCHASER COULD BE DEEMED TO TRIGGER THE PROVISIONS OF ANY SUCH PLAN OR
ARRANGEMENT, BY VIRTUE OF RECEIVING SECURITIES UNDER THE TRANSACTION DOCUMENTS
OR UNDER ANY OTHER AGREEMENT BETWEEN THE COMPANY AND THE PURCHASERS.
IV.6
NON-PUBLIC INFORMATION.
THE COMPANY COVENANTS
AND AGREES THAT NEITHER IT NOR ANY OTHER PERSON ACTING ON ITS BEHALF WILL
PROVIDE ANY PURCHASER OR ITS AGENTS OR COUNSEL WITH ANY INFORMATION THAT THE
COMPANY BELIEVES CONSTITUTES MATERIAL NON-PUBLIC INFORMATION, UNLESS PRIOR
THERETO SUCH PURCHASER SHALL HAVE EXECUTED A WRITTEN AGREEMENT REGARDING THE
CONFIDENTIALITY AND USE OF SUCH INFORMATION.
THE COMPANY UNDERSTANDS AND
CONFIRMS THAT EACH PURCHASER SHALL BE RELYING ON THE FOREGOING REPRESENTATIONS
IN EFFECTING TRANSACTIONS IN SECURITIES OF THE COMPANY.
IV.7
USE OF PROCEEDS.
EXCEPT AS SET FORTH ON
SCHEDULE 4.7 ATTACHED HERETO, THE COMPANY SHALL USE THE NET PROCEEDS FROM THE
SALE OF THE SECURITIES HEREUNDER FOR WORKING CAPITAL PURPOSES AND NOT FOR THE
SATISFACTION OF ANY PORTION