IS REQUIRED
BY LAW OR TRADING MARKET REGULATIONS, IN WHICH CASE THE COMPANY SHALL PROVIDE
THE PURCHASERS WITH PRIOR NOTICE OF SUCH DISCLOSURE PERMITTED UNDER SUBCLAUSE
(I) OR (II).
4.7
SHAREHOLDER RIGHTS PLAN.
NO CLAIM WILL BE
MADE OR ENFORCED BY THE COMPANY OR, TO THE KNOWLEDGE OF THE COMPANY, ANY OTHER
PERSON THAT ANY PURCHASER IS AN "ACQUIRING PERSON" UNDER ANY SHAREHOLDER RIGHTS
PLAN OR SIMILAR PLAN OR ARRANGEMENT IN EFFECT OR HEREAFTER ADOPTED BY THE
COMPANY, OR THAT ANY PURCHASER COULD BE DEEMED TO TRIGGER THE PROVISIONS OF ANY
SUCH PLAN OR ARRANGEMENT, BY VIRTUE OF RECEIVING SHARES UNDER THE TRANSACTION
DOCUMENTS OR UNDER ANY OTHER AGREEMENT BETWEEN THE COMPANY AND THE PURCHASERS.
THE COMPANY SHALL CONDUCT ITS BUSINESS IN A MANNER SO THAT IT WILL NOT BECOME
SUBJECT TO THE INVESTMENT COMPANY ACT.
4.8
NON-PUBLIC INFORMATION.
THE COMPANY
COVENANTS AND AGREES THAT NEITHER IT NOR ANY OTHER PERSON ACTING ON ITS BEHALF
WILL PROVIDE ANY PURCHASER OR ITS AGENTS OR COUNSEL WITH ANY INFORMATION THAT
THE COMPANY BELIEVES CONSTITUTES MATERIAL NON-PUBLIC INFORMATION, UNLESS PRIOR
THERETO SUCH PURCHASER SHALL HAVE EXECUTED A WRITTEN AGREEMENT REGARDING THE
CONFIDENTIALITY AND USE OF SUCH INFORMATION.
THE COMPANY UNDERSTANDS AND
CONFIRMS THAT EACH PURCHASER SHALL BE RELYING ON THE FOREGOING REPRESENTATIONS
IN EFFECTING TRANSACTIONS IN SECURITIES OF THE COMPANY.
4.9
USE OF PROCEEDS.
EXCEPT AS SET FORTH ON
SCHEDULE 4.9 ATTACHED HERETO, THE COMPANY SHALL USE THE NET PROCEEDS FROM THE
SALE OF THE SECURITIES HEREUNDER FOR WORKING CAPITAL PURPOSES AND NOT FOR THE
SATISFACTION OF ANY PORTION OF THE COMPANY'S DEBT (OTHER THAN PAYMENT OF TRADE
PAYABLES IN THE ORDINARY COURSE OF THE COMPANY'S BUSINESS AND PRIOR PRACTICES),
TO REDEEM ANY COMMON STOCK OR COMMON STOCK EQUIVALENTS OR TO SETTLE ANY
OUTSTANDING LITIGATION.
4.10
REIMBURSEMENT.
IF ANY PURCHASER BECOMES INVOLVED
IN ANY CAPACITY IN ANY PROCEEDING BY OR AGAINST ANY PERSON WHO IS A STOCKHOLDER
OF THE COMPANY (EXCEPT AS A RESULT OF SALES, PLEDGES, MARGIN SALES AND SIMILAR
TRANSACTIONS BY SUCH PURCHASER TO OR WITH ANY CURRENT STOCKHOLDER), SOLELY AS A
RESULT OF SUCH PURCHASER'S ACQUISITION OF THE SHARES UNDER THIS AGREEMENT, THE
COMPANY WILL REIMBURSE SUCH PURCHASER FOR ITS REASONABLE LEGAL AND OTHER
EXPENSES (INCLUDING THE COST OF ANY INVESTIGATION PREPARATION AND TRAVEL IN
CONNECTION THEREWITH) INCURRED IN CONNECTION THEREWITH, AS SUCH EXPENSES ARE
INCURRED.
THE REIMBURSEMENT OBLIGATIONS OF THE COMPANY UNDER THIS PARAGRAPH
SHALL BE IN ADDITION TO ANY LIABILITY WHICH THE COMPANY MAY OTHERWISE HAVE,
SHALL EXTEND UPON THE SAME TERMS AND CONDITIONS TO ANY AFFILIATES OF THE
PURCHASERS WHO ARE ACTUALLY NAMED IN SUCH ACTION, PROCEEDING OR INVESTIGATION,
AND PARTNERS, DIRECTORS, AGENTS, EMPLOYEES AND CONTROLLING PERSONS (IF ANY), AS
THE CASE MAY BE, OF THE PURCHASERS AND ANY SUCH AFFILIATE, AND SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF ANY
22
SUCCESSORS, ASSIGNS, HEIRS AND PERSONAL REPRESENTATIVES OF THE COMPANY, THE
PURCHASERS AND ANY SUCH AFFILIATE AND ANY SUCH PERSON.
THE COMPANY ALSO AGREES
THAT NEITHER THE PURCHASERS NOR ANY SUCH AFFILIATES, PARTNERS,