to share repurchase programs which, for the
avoidance of doubt, shall be permitted).
(D)
FINANCIAL INFORMATION; ACCESS.
(I)
THE COMPANY AGREES TO SEND THE FOLLOWING
TO THE INVESTOR DURING THE REPORTING PERIOD (A) UNLESS THE FOLLOWING ARE FILED
WITH THE SEC THROUGH EDGAR AND ARE AVAILABLE TO THE PUBLIC THROUGH THE EDGAR
SYSTEM, WITHIN ONE (1) BUSINESS DAY AFTER THE FILING THEREOF WITH THE SEC, A
COPY OF ITS ANNUAL REPORTS AND QUARTERLY REPORTS ON FORM 10-K, 10-KSB, 10-Q OR
10-QSB, ANY INTERIM REPORTS OR ANY CONSOLIDATED BALANCE SHEETS, INCOME
STATEMENTS, STOCKHOLDERS' EQUITY STATEMENTS AND/OR CASH FLOW STATEMENTS FOR ANY
PERIOD OTHER THAN ANNUAL, ANY CURRENT REPORTS ON FORM 8-K AND ANY REGISTRATION
STATEMENTS (OTHER THAN ON FORM S-8) OR AMENDMENTS FILED PURSUANT TO THE 1933 ACT
AND (B) COPIES OF ANY NOTICES AND OTHER INFORMATION MADE AVAILABLE OR GIVEN TO
THE STOCKHOLDERS OF THE COMPANY GENERALLY, CONTEMPORANEOUSLY WITH THE MAKING
AVAILABLE OR GIVING THEREOF TO THE STOCKHOLDERS.
AS USED HEREIN "BUSINESS DAY"
MEANS ANY DAY OTHER THAN A SATURDAY, SUNDAY OR OTHER DAY ON WHICH COMMERCIAL
BANKS IN THE CITY OF NEW YORK ARE AUTHORIZED OR REQUIRED BY LAW TO REMAIN
CLOSED.
(II)
DURING THE REPORTING PERIOD, THE COMPANY
SHALL PERMIT ANY AUTHORIZED REPRESENTATIVES DESIGNATED BY THE INVESTOR
REASONABLE ACCESS DURING NORMAL BUSINESS HOURS AND UPON REASONABLE NOTICE TO
VISIT AND INSPECT ANY OF THE PROPERTIES OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES, INCLUDING THEIR RESPECTIVE BOOKS OF ACCOUNT, AND TO DISCUSS THEIR
RESPECTIVE AFFAIRS, FINANCES AND ACCOUNTS WITH THEIR RESPECTIVE OFFICERS, ALL AT
SUCH TIMES AS THE INVESTOR MAY REASONABLY REQUEST; PROVIDED, HOWEVER, THAT THE
COMPANY SHALL NOT BE OBLIGATED PURSUANT TO THIS PARAGRAPH TO PROVIDE ACCESS TO
ANY INFORMATION THAT IT REASONABLY AND IN GOOD FAITH, AFTER RECEIVING THE ADVICE
OF COMPANY COUNSEL, DETERMINES THAT SUCH EXCLUSION IS NECESSARY (A) IN ORDER TO
PRESERVE THE COMPANY'S ATTORNEY-CLIENT PRIVILEGE, (B) TO PREVENT THE DISCLOSURE
OF THIRD PARTY CONFIDENTIAL INFORMATION WHERE THE COMPANY IS UNDER A CONTRACTUAL
DUTY TO PRESERVE THE CONFIDENTIALITY OF SUCH INFORMATION IN CONNECTION WITH ANY
TRANSACTION OR ARRANGEMENT BETWEEN THE COMPANY AND SUCH THIRD PARTY, (C) BECAUSE
THERE EXISTS, OR IS REASONABLY EXPECTED TO EXIST, A DIRECT OR POTENTIAL CONFLICT
OF INTEREST BETWEEN THE INVESTOR AND THE COMPANY WITH RESPECT TO A TRANSACTION
OR ARRANGEMENT, (D) TO PREVENT THE DISCLOSURE OF A COMPANY TRADE SECRET OR
CONFIDENTIAL INFORMATION (UNLESS COVERED BY AN ENFORCEABLE CONFIDENTIALITY
AGREEMENT, IN FORM ACCEPTABLE TO THE COMPANY) OR (E) ANY INFORMATION THAT IS
CLASSIFIED BY THE UNITED STATES GOVERNMENT OR OTHERWISE SUBJECT TO RESTRICTIONS
PURSUANT TO DULY AUTHORIZED RESOLUTIONS OF THE BOARD OF DIRECTORS OR THE BOARD
OF DIRECTORS OF ANY SUBSIDIARY AS A RESULT OF SUCH INFORMATION
18
BEING DEEMED CLASSIFIED BY THE BOARD OF DIRECTORS OR THE BOARD OF DIRECTORS OF
ANY SUBSIDIARY, IN EACH CASE ACTING IN GOOD FAITH.
(e)
Listing.
The Company shall promptly secure
the listing of all of the Registrable Securities (as defined in the Registration
Rights Agreement) upon the Principal Market and