the Company.
All disclosure provided
by Parent and/or the Company to Lender, in writing, regarding Parent, the
Company, their respective businesses and the transactions contemplated hereby,
furnished by or on behalf of Parent and the Company is true and correct and does
not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in the
light of the circumstances under which they were made, not misleading.
Notwithstanding anything to the contrary contained herein, neither Parent nor
the Company makes any representation or warranty as to any financial projection
or other forward looking statement regarding either Parent or the Company.
4.29
Reporting Status.
Until the date on which the Lender shall have
sold all the Lender Shares and no portion of the Amended and Restated Debenture
is outstanding (the "Reporting Period"), Parent shall file all reports required
to be filed with the SEC pursuant to the 1934 Act, and Parent shall not
voluntarily terminate its status as an issuer required to file reports
12
under the 1934 Act even if the 1934 Act or the rules and regulations thereunder
would otherwise permit such termination.
4.30
Certain Financial Information and Reports.
(I)
WITH A VIEW TO MAKING AVAILABLE TO LENDER THE BENEFITS OF
RULE 144 PROMULGATED UNDER THE 1933 ACT OR ANY OTHER SIMILAR RULE OR REGULATION
OF THE SEC THAT MAY AT ANY TIME PERMIT LENDER TO SELL SECURITIES OF PARENT TO
THE PUBLIC WITHOUT REGISTRATION ("RULE 144"), PARENT AGREES, AS SOON AS
PRACTICAL AFTER THE EFFECTIVE DATE OF THE PLAN OF REORGANIZATION, TO:
A.
MAKE AND KEEP PUBLIC INFORMATION AVAILABLE, AS THOSE TERMS ARE
UNDERSTOOD AND DEFINED IN RULE 144;
B.
FILE WITH THE SEC IN A TIMELY MANNER ALL REPORTS AND OTHER
DOCUMENTS REQUIRED OF PARENT UNDER THE 1933 ACT AND THE 1934 ACT SO LONG AS
PARENT REMAINS SUBJECT TO SUCH REQUIREMENTS AND THE FILING OF SUCH REPORTS AND
OTHER DOCUMENTS IS REQUIRED FOR THE APPLICABLE PROVISIONS OF RULE 144; AND
C.
FURNISH TO LENDER SO LONG AS LENDER OWNS ANY OF THE SECURITIES,
PROMPTLY UPON REQUEST, (I) A WRITTEN STATEMENT BY PARENT, IF TRUE, THAT IT HAS
COMPLIED WITH THE REPORTING REQUIREMENTS OF RULE 144, THE 1933 ACT AND THE 1934
ACT, AND (II) SUCH OTHER INFORMATION AS MAY BE REASONABLY REQUESTED TO PERMIT
LENDER TO SELL SUCH SECURITIES PURSUANT TO RULE 144 WITHOUT REGISTRATION.
(II)
PARENT AGREES TO SEND THE FOLLOWING TO LENDER DURING THE
REPORTING PERIOD: (I) UNLESS FILED WITH THE SEC THROUGH ITS IDEA OR EDGAR
SYSTEMS AND AVAILABLE TO THE PUBLIC THROUGH THE IDEA OR EDGAR SYSTEMS, WITHIN
ONE BUSINESS DAY AFTER THE FILING THEREOF WITH THE SEC, A COPY OF ALL ANNUAL
REPORTS ON FORM 10-K OR 10-KSB, ANY INTERIM REPORTS OR ANY CONSOLIDATED BALANCE
SHEETS, INCOME STATEMENTS, STOCKHOLDERS' EQUITY STATEMENTS AND/OR CASH FLOW
STATEMENTS FOR ANY PERIOD OTHER THAN ANNUAL, ANY CURRENT REPORTS ON FORM 8-K AND
ANY REGISTRATION STATEMENTS (OTHER THAN ON FORM S-8) OR