light of the ability of the parties to investigate the Company and its
business in order to assure that adequate disclosure is made in the Registration
Statement as required by the Securities Act and the Exchange Act.
6.5
TERMINATION OF CONDITIONS AND OBLIGATIONS.
THE CONDITIONS PRECEDENT IMPOSED BY SECTION 4 OR THIS SECTION 6 UPON THE
TRANSFERABILITY OF THE SECURITIES SHALL CEASE AND TERMINATE AS TO ANY PARTICULAR
NUMBER OF THE SHARES WHEN SUCH SHARES SHALL HAVE BEEN EFFECTIVELY REGISTERED
UNDER THE SECURITIES ACT AND SOLD OR OTHERWISE DISPOSED OF IN ACCORDANCE WITH
THE INTENDED METHOD OF DISPOSITION SET FORTH IN THE REGISTRATION STATEMENT
COVERING SUCH SHARES OR AT SUCH TIME AS AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY SHALL HAVE BEEN RENDERED TO THE EFFECT THAT SUCH CONDITIONS ARE NOT
NECESSARY IN ORDER TO COMPLY WITH THE SECURITIES ACT.
6.6
INFORMATION AVAILABLE.
SO LONG AS THE
REGISTRATION STATEMENT IS EFFECTIVE COVERING THE RESALE OF REGISTRABLE
SECURITIES OWNED BY THE INVESTOR, THE COMPANY WILL FURNISH (OR, TO THE EXTENT
SUCH INFORMATION IS AVAILABLE ELECTRONICALLY THROUGH THE COMPANY'S FILINGS WITH
THE SEC, THE COMPANY WILL MAKE AVAILABLE) TO THE INVESTOR:
(A)
AS SOON AS PRACTICABLE AFTER IT IS
AVAILABLE, ONE COPY OF (I) ITS ANNUAL REPORT TO STOCKHOLDERS (WHICH ANNUAL
REPORT SHALL CONTAIN CONSOLIDATED FINANCIAL STATEMENTS AUDITED IN ACCORDANCE
WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES BY A NATIONAL FIRM OF CERTIFIED
PUBLIC ACCOUNTANTS) AND (II) IF NOT INCLUDED IN SUBSTANCE IN THE ANNUAL REPORT
TO STOCKHOLDERS, ITS ANNUAL REPORT ON FORM 10-K (THE FOREGOING, IN EACH CASE,
EXCLUDING EXHIBITS);
(B)
UPON THE REASONABLE REQUEST OF THE
INVESTOR, ALL EXHIBITS EXCLUDED BY THE PARENTHETICAL TO SUBPARAGRAPH (A)(II) OF
THIS SECTION 6.6 AS FILED WITH THE SEC AND ALL OTHER INFORMATION THAT IS MADE
AVAILABLE TO SHAREHOLDERS; AND
26
(C)
UPON THE REASONABLE REQUEST OF THE
INVESTOR, AN ADEQUATE NUMBER OF COPIES OF THE PROSPECTUSES TO SUPPLY TO ANY
OTHER PARTY REQUIRING SUCH PROSPECTUSES; AND THE COMPANY, UPON THE REASONABLE
REQUEST OF THE INVESTOR, WILL MEET WITH THE INVESTOR OR A REPRESENTATIVE THEREOF
AT THE COMPANY'S HEADQUARTERS DURING THE COMPANY'S NORMAL BUSINESS HOURS TO
DISCUSS ALL INFORMATION RELEVANT FOR DISCLOSURE IN THE REGISTRATION STATEMENT
COVERING THE REGISTRABLE SECURITIES AND WILL OTHERWISE REASONABLY COOPERATE WITH
THE INVESTOR CONDUCTING AN INVESTIGATION FOR THE PURPOSE OF REDUCING OR
ELIMINATING THE INVESTOR'S EXPOSURE TO LIABILITY UNDER THE SECURITIES ACT,
INCLUDING THE REASONABLE PRODUCTION OF INFORMATION AT THE COMPANY'S
HEADQUARTERS; PROVIDED, THAT THE COMPANY SHALL NOT BE REQUIRED TO DISCLOSE ANY
CONFIDENTIAL INFORMATION TO OR MEET AT ITS HEADQUARTERS WITH THE INVESTOR UNTIL
AND UNLESS THE INVESTOR SHALL HAVE ENTERED INTO A CONFIDENTIALITY AGREEMENT IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY WITH THE COMPANY WITH
RESPECT THERETO.
6.7
PUBLIC STATEMENTS.
BY 8:30 A.M., EASTERN
TIME, ON THE TRADING DAY IMMEDIATELY FOLLOWING THE EXECUTION OF THIS AGREEMENT,
THE COMPANY SHALL ISSUE ONE OR MORE PRESS RELEASES DISCLOSING ALL MATERIAL TERMS
OF THE TRANSACTIONS CONTEMPLATED HEREBY IN COMPLIANCE WITH THE SECURITIES ACT
AND THE EXCHANGE ACT.
THE