GAAP shall have been made therefor. The Company will duly and punctually pay
when due all payments required to be made under and pursuant to the Senior Debt.
5H. COMPLIANCE WITH LAWS, ETC. The Company will, and will
cause each of its Subsidiaries to, comply with the requirements of all
applicable laws, rules, regulations, and orders of any court or other
governmental authority (including, without limitation, those related to
environmental or ERISA compliance), noncompliance with which could materially
adversely affect the business, condition (financial or other), assets, property,
operations or prospects of the Company or the Company and its Subsidiaries taken
as a whole.
5I. SECURITIES FILINGS. From and after the date that any class
of the Company's capital stock is traded on the public securities markets, the
Company will (i) comply, in all material respects, with the reporting
requirements of the Exchange Act and (ii) comply, in all material respects, with
all other public information reporting requirements of the Commission that are a
condition to the availability of an exemption from the Securities Act (under
Rule 144 and Rule 144A thereof, as amended from time to time, or successor rules
thereto or otherwise) for the sale of Common Stock received by any holder of
Preferred Stock upon the conversion thereof. The Company will cooperate with
each holder in supplying such information as may be necessary for such holder to
complete and file any information reporting forms presently or hereafter
required by the Commission as a condition to the availability of an exemption
from the Securities Act (under Rule 144 and Rule 144A thereof or otherwise) for
the sale of any such Common Stock.
5J. RESERVATION OF SHARES. On or prior to the Closing Date,
the Company will reserve and keep reserved at all times sufficient shares of its
Common Stock for (i) issuance upon conversion of the Preferred Stock exercise of
options pursuant to the Company's Stock Option Plan, and pursuant to the
exercise of other options granted by the Company, and (ii) issuance by the
Company in the normal course of its business of acquiring and developing
practice-based surgery centers and physician practices. Upon conversion of
Preferred Stock the Company will promptly issue and deliver the shares of Common
Stock required to be delivered, and such shares, when issued and delivered, will
be validly issued, fully paid and nonassessable.
5K. HART-SCOTT FILINGS. At the request of any holder of
Preferred Stock, the Company or its "ultimate parent" (as defined in the
Hart-Scott Act) will promptly prepare and file, or cause to be prepared and
filed, any notification or response to any request for additional information
required to be filed under the Hart-Scott Act and the rules and regulations
promulgated thereunder with respect to the acquisition of shares of Common Stock
by such holder upon conversion of such holder's Preferred Stock.
5L. USE OF PROCEEDS. The Company will apply the proceeds from
the sale and issuance of the Preferred Stock for working capital, acquisitions
and Debt repayment.
6. NEGATIVE COVENANTS. The Company covenants as follows from and after
the date of this Agreement through the Closing and until the earliest to occur
of (i) a Triggering