APPLICABLE PROVISION OF THE
SECURITIES ACT TO APPROPRIATELY AMEND THE LIST OF SELLING STOCKHOLDERS
THEREUNDER.
4.2
FURNISHING OF INFORMATION.
AS LONG AS ANY
PURCHASER OWNS SECURITIES, THE COMPANY COVENANTS 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 REQUEST OF ANY PURCHASER, THE COMPANY SHALL DELIVER
TO SUCH PURCHASER A WRITTEN CERTIFICATION OF A DULY AUTHORIZED OFFICER AS TO
WHETHER IT HAS COMPLIED WITH THE PRECEDING SENTENCE. AS LONG AS ANY PURCHASER
OWNS SECURITIES, IF THE COMPANY IS NOT REQUIRED TO FILE REPORTS PURSUANT TO SUCH
LAWS, IT WILL PREPARE AND FURNISH TO THE PURCHASERS AND MAKE PUBLICLY AVAILABLE
IN ACCORDANCE WITH PARAGRAPH (C) OF RULE 144 SUCH INFORMATION AS IS REQUIRED FOR
THE PURCHASERS TO SELL THE SECURITIES UNDER RULE 144.
THE COMPANY FURTHER
COVENANTS THAT IT WILL TAKE SUCH FURTHER ACTION AS ANY HOLDER OF SECURITIES MAY
REASONABLY REQUEST TO SATISFY THE PROVISIONS OF RULE 144 APPLICABLE TO THE
ISSUER OF SECURITIES RELATING TO TRANSACTIONS FOR THE SALE OF SECURITIES
PURSUANT TO RULE 144.
4.3
INTEGRATION.
THE COMPANY SHALL NOT, AND
SHALL USE ITS BEST EFFORTS TO ENSURE THAT NO AFFILIATE OF THE COMPANY 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 PURCHASERS 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 AND LISTING 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.
THE COMPANY SHALL IN THE
TIME AND MANNER REQUIRED BY ITS TRADING MARKET, PREPARE AND FILE WITH SUCH
TRADING MARKET AN ADDITIONAL SHARES LISTING APPLICATION COVERING THE NUMBER OF
SHARES OF COMMON STOCK ISSUABLE UNDER THE TRANSACTION DOCUMENTS AND SHALL TAKE
ALL STEPS NECESSARY TO CAUSE SUCH SHARES OF COMMON STOCK TO BE APPROVED FOR
LISTING ON ITS TRADING MARKET AS SOON AS POSSIBLE.
16
4.5
SUBSEQUENT PLACEMENTS.
(A)
FROM THE DATE HEREOF UNTIL THE EFFECTIVE
DATE, THE COMPANY WILL NOT, DIRECTLY OR INDIRECTLY, OFFER, SELL, GRANT ANY
OPTION TO PURCHASE, OR OTHERWISE DISPOSE OF (OR ANNOUNCE ANY OFFER, SALE, GRANT
OR ANY OPTION TO PURCHASE OR OTHER DISPOSITION OF) ANY