UPON RECEIPT BY THE COMPANY OF AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH LEGEND IS
NO LONGER REQUIRED UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS, THE
COMPANY SHALL PROMPTLY CAUSE THE FOREGOING LEGEND TO BE REMOVED FROM ANY
CERTIFICATE FOR ANY SHARES UPON THE EXPIRATION OF SUCH TRANSFER AND
15
OTHER RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION.
EACH PURCHASER
ACKNOWLEDGES THAT THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OR UNDER ANY STATE SECURITIES LAWS AND AGREES THAT HE, SHE OR IT WILL NOT SELL
OR OTHERWISE DISPOSE OF ANY OF THE SHARES, EXCEPT IN COMPLIANCE WITH THE
REGISTRATION REQUIREMENTS OR EXEMPTION PROVISIONS OF THE SECURITIES ACT AND ANY
OTHER APPLICABLE SECURITIES LAWS.
6.2.
REPORTING REQUIREMENTS.
UNTIL THE TIME THAT NO PURCHASER OWNS
SHARES, UNLESS THE HOLDERS OF A MAJORITY OF THE THEN OUTSTANDING SHARES NOTIFY
THE COMPANY TO THE CONTRARY OR VOTE OR CONSENT TO DO SO, THE COMPANY COVENANTS
TO MAINTAIN THE REGISTRATION OF THE COMMON STOCK UNDER SECTION 12(B) OR 12(G) OF
THE EXCHANGE ACT AND 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.
6.3.
RESERVATION OF COMMON STOCK.
THE COMPANY SHALL RESERVE THAT
NUMBER OF SHARES OF COMMON STOCK SUFFICIENT FOR ISSUANCE UPON CONVERSION OF THE
SHARES OWNED AT ANY TIME BY THE PURCHASERS WITHOUT REGARD TO ANY LIMITATION ON
SUCH CONVERSION; PROVIDED THAT THE COMPANY SHALL NOT BE REQUIRED TO RESERVE SUCH
SUFFICIENT NUMBER OF SHARES OF COMMON STOCK PRIOR TO THE REQUIRED STOCKHOLDER
APPROVAL AND THE INCREASE AUTHORIZATION.
6.4.
REASONABLE BEST EFFORTS; CONSENTS AND GOVERNMENTAL APPROVALS.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, EACH OF THE PARTIES
HERETO AGREES TO USE ITS REASONABLE BEST EFFORTS TO TAKE, OR CAUSE TO BE TAKEN,
ALL APPROPRIATE ACTION, AND TO DO, OR CAUSE TO BE DONE, ALL THINGS NECESSARY,
PROPER OR ADVISABLE UNDER APPLICABLE LAWS TO CONSUMMATE AND MAKE EFFECTIVE, IN
THE MOST EXPEDITIOUS MANNER PRACTICABLE, THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, SATISFYING THE CLOSING CONDITIONS IN
SECTION 5 HEREOF).
WITHOUT LIMITING THE FOREGOING, EACH OF THE COMPANY AND THE
PURCHASERS AGREES TO USE REASONABLE BEST EFFORTS TO: (A) OBTAIN, AND CAUSE (WITH
RESPECT TO THE COMPANY) THE COMPANY'S AND (WITH RESPECT TO A PURCHASER) THE
PURCHASER'S RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR OTHER
RELATED PERSONS AS MAY BE SO REQUIRED TO OBTAIN, ALL MATERIAL CONSENTS,
APPROVALS AND AUTHORIZATIONS THAT ARE REQUIRED TO BE OBTAINED UNDER ANY FEDERAL,
STATE, LOCAL OR FOREIGN LAW AS PROMPTLY AS PRACTICABLE AFTER THE DATE HEREOF;
(B) PREVENT THE ENTRY, ENACTMENT OR PROMULGATION OF ANY THREATENED OR PENDING
INJUNCTION OR ORDER THAT COULD MATERIALLY ADVERSELY AFFECT THE ABILITY OF THE
PARTIES HERETO TO CONSUMMATE THE TRANSACTIONS UNDER THIS AGREEMENT; (C) LIFT OR
RESCIND ANY INJUNCTION OR ORDER THAT COULD MATERIALLY AND ADVERSELY AFFECT THE
ABILITY OF THE PARTIES