THE EXTENT SUCH DISCLOSURE 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 THIS CLAUSE (II).
4.5
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 CONTROL SHARE ACQUISITION, BUSINESS COMBINATION,
POISON PILL (INCLUDING ANY DISTRIBUTION UNDER A RIGHTS AGREEMENT) OR SIMILAR
ANTI-TAKEOVER 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 SECURITIES UNDER THE TRANSACTION
DOCUMENTS OR UNDER ANY OTHER AGREEMENT BETWEEN THE COMPANY AND THE PURCHASERS.
4.6
NON-PUBLIC INFORMATION.
EXCEPT WITH RESPECT TO THE MATERIAL TERMS AND
CONDITIONS OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS, 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.
4.7
USE OF PROCEEDS.
THE COMPANY SHALL USE THE NET PROCEEDS FROM THE SALE OF
THE SECURITIES HEREUNDER FOR RESEARCH AND DEVELOPMENT, SALES, MARKETING AND
OTHER WORKING CAPITAL PURPOSES AND SHALL NOT USE SUCH PROCEEDS FOR (A) 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),
(B) THE REDEMPTION OF ANY COMMON STOCK OR COMMON STOCK EQUIVALENTS OR (C) THE
SETTLEMENT OF ANY OUTSTANDING LITIGATION.
4.8
INDEMNIFICATION OF PURCHASERS.
SUBJECT TO THE PROVISIONS OF THIS
SECTION 4.8, THE COMPANY WILL INDEMNIFY AND HOLD EACH PURCHASER AND ITS
DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, PARTNERS, EMPLOYEES AND AGENTS (AND
ANY OTHER PERSONS WITH A FUNCTIONALLY EQUIVALENT ROLE OF A PERSON HOLDING SUCH
TITLES NOTWITHSTANDING A LACK OF SUCH TITLE OR ANY OTHER TITLE), EACH PERSON WHO
CONTROLS SUCH PURCHASER (WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT
AND SECTION 20 OF THE EXCHANGE ACT), AND THE DIRECTORS, OFFICERS, SHAREHOLDERS,
AGENTS, MEMBERS, PARTNERS OR EMPLOYEES (AND ANY OTHER PERSONS WITH A
FUNCTIONALLY EQUIVALENT ROLE OF A PERSON HOLDING SUCH TITLES NOTWITHSTANDING A
LACK OF SUCH TITLE OR ANY OTHER TITLE) OF SUCH CONTROLLING PERSONS (EACH, A
"PURCHASER PARTY") HARMLESS FROM ANY AND ALL LOSSES, LIABILITIES, OBLIGATIONS,
CLAIMS, CONTINGENCIES, DAMAGES, COSTS AND EXPENSES, INCLUDING ALL JUDGMENTS,
AMOUNTS PAID IN SETTLEMENTS, COURT COSTS AND REASONABLE ATTORNEYS' FEES AND
COSTS OF INVESTIGATION THAT ANY SUCH PURCHASER PARTY MAY SUFFER OR INCUR AS A
RESULT OF OR RELATING TO (A) ANY BREACH OF ANY OF THE REPRESENTATIONS,
WARRANTIES, COVENANTS OR AGREEMENTS MADE BY THE COMPANY IN THIS AGREEMENT OR IN
THE