Purchasers;
(m)
amend its or any Subsidiary's certificate of
incorporation or by-laws in a manner adverse to the Purchasers;
(n)
and shall cause its Subsidiaries not to
amend any agreement if the amendment is reasonably likely to have a Material
Adverse Effect;
(o)
permit any Subsidiary to issue, sell or
otherwise dispose of any shares of its Capital Stock, or any warrants, options,
conversion rights or other rights to subscribe for, purchase or acquire such
Capital Stock; or
(p)
open, maintain, make deposits into or
withdraw funds from for its own use, or otherwise utilize, any depository
accounts unless (x) such account is subject to a Control Agreement, or (y) the
balance of such account, together with all other accounts maintained by the
Co-Borrowers not subject to a Control Agreement, at no time exceeds, from the
Closing Date through July 15, 2005, $525,000, and after July 15, 2005, $500,000,
and neither Co-Borrower shall make any deposits to, or otherwise, cause the
balance thereof to exceed, from the Closing Date through July 15, 2005,
$525,000, and after July 15, 2005, $500,000.
5.7
USE OF PROCEEDS.
THE PROCEEDS FROM THE SALE
OF THE NOTES SHALL BE USED TO REPAY IN FULL ALL INDEBTEDNESS OWED TO COMERICA
UNDER THE COMERICA FACILITY AND FOR GENERAL CORPORATE PURPOSES.
5.8
SEC FILINGS.
GENAISSANCE SHALL (I) MAINTAIN
ITS STATUS AS A REPORTING COMPANY UNDER THE EXCHANGE ACT, (II) FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION IN A TIMELY MANNER ALL REPORTS AND OTHER
DOCUMENTS REQUIRED OF GENAISSANCE UNDER THE EXCHANGE ACT, AND (III) FURNISH TO
EACH PURCHASER UPON REQUEST (A) A WRITTEN STATEMENT BY GENAISSANCE THAT IT HAS
COMPLIED WITH THE REPORTING REQUIREMENTS OF THE EXCHANGE ACT, (B) A COPY OF
GENAISSANCE'S MOST RECENT ANNUAL REPORT ON FORM 10-K OR QUARTERLY REPORT ON FORM
10-Q, AND (C) SUCH OTHER
32
INFORMATION AS MAY BE REASONABLY REQUESTED IN ORDER TO AVAIL THE PURCHASER OF
ANY RULE OR REGULATION OF THE SECURITIES AND EXCHANGE COMMISSION THAT PERMITS
THE SALE OF RESTRICTED SECURITIES WITHOUT REGISTRATION.
5.9
PRESS RELEASES.
ANY PRESS RELEASE OR OTHER
PUBLICITY CONCERNING THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
BY THE TRANSACTION DOCUMENTS SHALL BE SUBMITTED TO THE NON-RELEASING PARTY FOR
COMMENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO ISSUANCE, UNLESS THE RELEASE IS
REQUIRED TO BE ISSUED WITHIN A SHORTER PERIOD OF TIME BY LAW OR PURSUANT TO THE
RULES OF A NATIONAL SECURITIES EXCHANGE, IN WHICH CASE, AS SOON AS PRACTICABLE
PRIOR TO ISSUANCE.
5.10
CONSENTS.
GENAISSANCE SHALL, AND SHALL CAUSE ITS
SUBSIDIARIES TO, USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ALL
AUTHORIZATIONS, CONSENTS, WAIVERS, APPROVALS OR OTHER ACTIONS NECESSARY OR
DESIRABLE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND TO CAUSE THE
CONDITIONS TO GENAISSANCE'S OBLIGATION TO CLOSE TO BE SATISFIED.
5.11
NO CONFLICTING AGREEMENTS.
GENAISSANCE WILL NOT,
AND WILL CAUSE ITS SUBSIDIARIES NOT TO, TAKE ANY ACTION, ENTER INTO ANY
AGREEMENT OR MAKE ANY COMMITMENT THAT WOULD BE REASONABLY LIKELY TO CONFLICT OR
INTERFERE IN ANY MATERIAL RESPECT WITH THE OBLIGATIONS TO THE