IS ACQUIRING SHARES AS A FIDUCIARY OR AGENT FOR
ONE OR MORE INVESTOR ACCOUNTS, SUCH PURCHASER REPRESENTS THAT IS HAS SOLE
INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT AND IT HAS FULL POWER TO
MAKE THE FOREGOING REPRESENTATIONS, ACKNOWLEDGEMENTS AND AGREEMENTS ON BEHALF OF
SUCH ACCOUNT.
(7)
SUCH PURCHASER UNDERSTANDS THAT NOTHING IN THIS AGREEMENT, THE COMPANY SEC
REPORTS OR ANY OTHER MATERIALS PRESENTED TO SUCH PURCHASER IN CONNECTION WITH
THE PURCHASE AND SALE OF THE SHARES CONSTITUTES LEGAL, TAX OR INVESTMENT ADVICE.
SUCH PURCHASER HAS CONSULTED SUCH LEGAL, TAX AND INVESTMENT ADVISORS AS IT, IN
ITS SOLE DISCRETION, HAS DEEMED NECESSARY OR APPROPRIATE IN CONNECTION WITH ITS
PURCHASE OF THE SHARES AND HAS MADE ITS OWN ASSESSMENT AND HAS SATISFIED ITSELF
CONCERNING THE RELEVANT TAX AND OTHER ECONOMIC CONSIDERATIONS RELEVANT TO ITS
INVESTMENT IN THE SHARES.
ARTICLE III
ADDITIONAL AGREEMENTS
3.1
OTHER ACTIONS. (A)
EACH PURCHASER, ON THE ONE HAND, AND THE COMPANY, ON
THE OTHER HAND, WILL COOPERATE AND CONSULT WITH THE OTHER AND USE REASONABLE
BEST EFFORTS TO
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PREPARE AND FILE ALL NECESSARY DOCUMENTATION, TO EFFECT ALL NECESSARY
APPLICATIONS, NOTICES, PETITIONS, FILINGS AND OTHER DOCUMENTS, AND TO OBTAIN ALL
NECESSARY PERMITS, CONSENTS, ORDERS, APPROVALS AND AUTHORIZATIONS OF, OR ANY
EXEMPTION BY, ALL THIRD PARTIES AND GOVERNMENTAL ENTITIES, AND THE EXPIRATION OR
TERMINATION OF ANY APPLICABLE WAITING PERIODS, NECESSARY OR ADVISABLE TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND TO PERFORM THE
COVENANTS CONTEMPLATED BY THIS AGREEMENT.
(B)
UNLESS THIS AGREEMENT HAS BEEN TERMINATED PURSUANT TO SECTION 4.1, THE
COMPANY SHALL CALL A SPECIAL MEETING OF ITS SHAREHOLDERS, PROMPTLY FOLLOWING THE
LATER OF (1) THE CLOSING AND (2) THE 2008 ANNUAL MEETING OF ITS SHAREHOLDERS, TO
VOTE ON PROPOSALS (COLLECTIVELY, THE "SHAREHOLDER PROPOSALS") TO (A) APPROVE THE
CONVERSION OF THE CONVERTIBLE PREFERRED STOCK INTO COMMON STOCK FOR PURPOSES OF
SECTION 312.03 OF THE NYSE LISTED COMPANY MANUAL, AND (B) AMEND THE COMPANY'S
ARTICLES OF INCORPORATION TO, AMONG OTHER THINGS, INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK TO AT LEAST SUCH NUMBER AS SHALL BE SUFFICIENT
TO PERMIT THE FULL CONVERSION OF THE CONVERTIBLE PREFERRED STOCK INTO COMMON
STOCK. IN CONNECTION WITH SUCH MEETING, THE COMPANY SHALL PROMPTLY PREPARE AND
FILE WITH THE SEC A PRELIMINARY PROXY STATEMENT, SHALL USE ITS REASONABLE BEST
EFFORTS TO RESPOND TO ANY COMMENTS OF THE SEC OR ITS STAFF AND TO CAUSE A
DEFINITIVE PROXY STATEMENT RELATED TO SUCH SHAREHOLDERS' MEETING TO BE MAILED TO
THE COMPANY'S SHAREHOLDERS, AND SHALL USE ITS REASONABLE BEST EFFORTS TO SOLICIT
PROXIES FOR SUCH SHAREHOLDER APPROVAL. IF AT ANY TIME PRIOR TO SUCH
SHAREHOLDERS' MEETING THERE SHALL OCCUR ANY EVENT THAT IS REQUIRED TO BE SET
FORTH IN AN AMENDMENT OR SUPPLEMENT TO THE PROXY STATEMENT, THE COMPANY SHALL AS
PROMPTLY AS PRACTICABLE PREPARE AND MAIL TO ITS SHAREHOLDERS SUCH AN AMENDMENT
OR SUPPLEMENT. IN THE EVENT THAT THE APPROVALS NECESSARY TO PERMIT THE
CONVERTIBLE PREFERRED STOCK TO BE CONVERTED INTO COMMON STOCK ARE NOT OBTAINED
AT SUCH SPECIAL SHAREHOLDERS MEETING,