by the Purchaser under
an effective Registration Statement.
At such time as a legend is no longer
required for the Securities, the Company will no later than three Trading Days
following the delivery by a Purchaser to the Company or the Transfer Agent of a
legended certificate representing such Securities, deliver or cause to be
delivered to such Purchaser a certificate representing such Securities that is
free from all restrictive and other legends.
The Company may not make any
notation on its records or give instructions to any transfer agent of the
Company that enlarge the restrictions on transfer set forth in this Agreement.
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
SECTIONS, 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
16
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, AFTER THE DATE HEREOF,
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 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.
4.5
SUBSEQUENT PLACEMENTS.
(A)
SUBJECT TO SECTION 4.5(B), FROM THE DATE HEREOF UNTIL THE
EFFECTIVE DATE (THE "RIGHTS PERIOD"),