REQUIRED BY THE EXCHANGE ACT TO FILE REPORTS THEREUNDER EVEN IF THE
EXCHANGE ACT OR THE RULES OR REGULATIONS THEREUNDER WOULD PERMIT SUCH
TERMINATION.
PROMPTLY AFTER (I) THE FILING THEREOF, COPIES OF THE COMPANY'S
MOST RECENT REGISTRATION STATEMENTS AND ANNUAL, QUARTERLY, MONTHLY OR OTHER
REGULAR REPORTS WHICH THE COMPANY FILES WITH THE SEC, AND (II) THE ISSUANCE
THEREOF, COPIES OF SUCH FINANCIAL STATEMENTS, REPORTS AND PROXY STATEMENTS AS
THE COMPANY SHALL SEND TO ITS STOCKHOLDERS;
(E)
THE COMPANY SHALL DELIVER TO THE PURCHASER, AND FILE WITH THE SEC,
(I) ITS RESTATED ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEARS ENDED
DECEMBER 31, 2003 AND DECEMBER 31, 2004 AND (II) ITS RESTATED QUARTERLY REPORTS
ON FORM 10-Q FOR THE FISCAL QUARTERS ENDED [COMPANY COUNSEL TO INSERT OTHER
DATES] MARCH 31, 2005 AND JUNE 30, 2005 (COLLECTIVELY, THE "RESTATED SEC
REPORTS"), IN EACH CASE, NO LATER THAN SEPTEMBER 15, 2005.
EACH RESTATED SEC
REPORT WILL BE, AT THE TIME OF ITS FILING, IN SUBSTANTIAL COMPLIANCE WITH THE
REQUIREMENTS OF ITS RESPECTIVE FORM AND NONE OF THE RESTATED SEC REPORTS, NOR
THE FINANCIAL STATEMENTS (AND THE NOTES THERETO) INCLUDED IN THE RESTATED SEC
REPORTS, AS OF THEIR RESPECTIVE FILING DATES, WILL CONTAIN ANY UNTRUE STATEMENT
OF A MATERIAL FACT OR WILL OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
THE FINANCIAL
STATEMENTS OF THE COMPANY TO BE INCLUDED IN THE RESTATED SEC REPORTS WILL COMPLY
AS TO FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND
THE PUBLISHED RULES AND REGULATIONS OF THE COMMISSION OR OTHER APPLICABLE
RULES AND REGULATIONS WITH RESPECT THERETO.
SUCH FINANCIAL STATEMENTS SHALL BE
PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP")
APPLIED ON A CONSISTENT BASIS DURING THE PERIODS INVOLVED (EXCEPT (I) AS MAY BE
OTHERWISE INDICATED IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO OR (II) IN
THE CASE OF UNAUDITED INTERIM STATEMENTS, TO THE EXTENT THEY MAY NOT INCLUDE
FOOTNOTES OR MAY BE CONDENSED) AND SHALL FAIRLY PRESENT IN ALL MATERIAL RESPECTS
THE FINANCIAL CONDITION, THE RESULTS OF
19
OPERATIONS AND THE CASH FLOWS OF THE COMPANY AND ITS SUBSIDIARIES, ON A
CONSOLIDATED BASIS, AS OF, AND FOR, THE PERIODS PRESENTED IN EACH SUCH RESTATED
SEC REPORT;
(F)
THE FINANCIAL STATEMENTS TO BE INCLUDED IN EACH RESTATED SEC
REPORT SHALL BE APPROVED, AND DECLARED FINAL, BY THE AUDITORS OF THE COMPANY THE
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY, IN EACH BY NO LATER
THAN AUGUST 16, 2005 AND APPROVED BY THE BOARD OF DIRECTORS OF THE COMPANY BY NO
LATER THAN AUGUST 17, 2005.
EACH SUCH FINANCIAL STATEMENT SHALL BE DELIVERED TO
THE PURCHASER WITHIN TWO (2) BUSINESS DAYS OF SUCH FINAL APPROVAL AND
DECLARATION, AS THE CASE MAY BE; AND
(G)
THE COMPANY SHALL DELIVER, OR CAUSE THE APPLICABLE SUBSIDIARY OF
THE COMPANY TO DELIVER, SUCH OTHER INFORMATION AS THE PURCHASER SHALL REASONABLY
REQUEST.
6.5