COMPANY AS AND TO THE EXTENT PROVIDED IN THIS AGREEMENT
AND THE OTHER TRANSACTION DOCUMENTS.
IF A BUYER EFFECTS A SALE, ASSIGNMENT OR
TRANSFER OF THE SECURITIES IN ACCORDANCE WITH SECTION 2(F), THE COMPANY SHALL
PROMPTLY INSTRUCT ITS TRANSFER AGENT TO ISSUE ONE OR MORE CERTIFICATES OR CREDIT
SHARES TO THE APPLICABLE BALANCE ACCOUNTS AT DTC IN SUCH NAME AND IN SUCH
DENOMINATIONS AS SPECIFIED BY SUCH BUYER TO EFFECT SUCH SALE, TRANSFER OR
ASSIGNMENT AND, WITH RESPECT TO ANY TRANSFER, SHALL PERMIT THE TRANSFER.
IN THE
EVENT THAT SUCH SALE, ASSIGNMENT OR TRANSFER INVOLVES CONVERSION SHARES OR
WARRANT SHARES SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR PURSUANT TO RULE 144, THE TRANSFER AGENT SHALL ISSUE
SUCH
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SECURITIES TO THE BUYER, ASSIGNEE OR TRANSFEREE, AS THE CASE MAY BE, WITHOUT ANY
RESTRICTIVE LEGEND.
NOTHING IN THIS SECTION 5 SHALL AFFECT IN ANY WAY THE
BUYER'S OBLIGATIONS AND AGREEMENT TO COMPLY WITH ALL APPLICABLE SECURITIES LAWS
UPON RESALE OF CONVERSION SHARES.
THE COMPANY ACKNOWLEDGES THAT A BREACH BY IT
OF ITS OBLIGATIONS HEREUNDER WILL CAUSE IRREPARABLE HARM TO THE BUYER BY
VITIATING THE INTENT AND PURPOSE OF THE TRANSACTION CONTEMPLATED HEREBY.
ACCORDINGLY, THE COMPANY ACKNOWLEDGES THAT THE REMEDY AT LAW FOR A BREACH OF ITS
OBLIGATIONS UNDER THIS SECTION 5 WILL BE INADEQUATE AND AGREES, IN THE EVENT OF
A BREACH OR THREATENED BREACH BY THE COMPANY OF THE PROVISIONS OF THIS SECTION
5, THAT THE BUYER(S) SHALL BE ENTITLED, IN ADDITION TO ALL OTHER AVAILABLE
REMEDIES, TO AN INJUNCTION RESTRAINING ANY BREACH AND REQUIRING IMMEDIATE
ISSUANCE AND TRANSFER, WITHOUT THE NECESSITY OF SHOWING ECONOMIC LOSS AND
WITHOUT ANY BOND OR OTHER SECURITY BEING REQUIRED.
6.
CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.
The obligation of the Company hereunder to issue and sell the Convertible
Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or
before the Closing Dates, of each of the following conditions, provided that
these conditions are for the Company's sole benefit and may be waived by the
Company at any time in its sole discretion:
(A)
EACH BUYER SHALL HAVE EXECUTED THE
TRANSACTION DOCUMENTS AND DELIVERED THEM TO THE COMPANY.
(B)
THE BUYER(S) SHALL HAVE DELIVERED TO THE
COMPANY THE PURCHASE PRICE FOR THE CONVERTIBLE DEBENTURES AND WARRANTS IN THE
RESPECTIVE AMOUNTS AS SET FORTH NEXT TO EACH BUYER AS SET FORTH ON SCHEDULE I
ATTACHED HERETO, MINUS ANY FEES TO BE PAID DIRECTLY FROM THE PROCEEDS THE
CLOSINGS AS SET FORTH HEREIN, BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE U.S.
FUNDS PURSUANT TO THE WIRE INSTRUCTIONS PROVIDED BY THE COMPANY.
(C)
THE REPRESENTATIONS AND WARRANTIES OF THE
BUYER(S) SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE WHEN
MADE AND AS OF THE CLOSING DATES AS THOUGH MADE AT THAT TIME (EXCEPT FOR
REPRESENTATIONS AND WARRANTIES THAT SPEAK AS OF A SPECIFIC DATE), AND THE
BUYER(S) SHALL HAVE PERFORMED, SATISFIED AND COMPLIED IN ALL MATERIAL RESPECTS
WITH THE COVENANTS, AGREEMENTS AND CONDITIONS REQUIRED