OF THE JURISDICTIONS
IN WHICH IT IS CONDUCTING BUSINESS, INCLUDING, WITHOUT LIMITATION, ALL
APPLICABLE LOCAL, STATE AND FEDERAL ENVIRONMENTAL LAWS AND REGULATIONS, THE
FAILURE TO COMPLY WITH WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT.
SECTION 6.7
USE OF PROCEEDS.
THE COMPANY SHALL USE THE CASH PROCEEDS OF THE
PURCHASED SECURITIES TO FUND ACQUISITIONS AND FOR THE COMPANY'S WORKING CAPITAL
NEEDS AND SHALL NOT USE SUCH PROCEEDS FOR THE SATISFACTION OF ANY PORTION OF THE
COMPANY'S DEBT (OTHER THAN PAYMENT OF TRADE PAYABLES IN THE ORDINARY COURSE OF
THE COMPANY'S BUSINESS AND PRIOR PRACTICES), OR TO REDEEM ANY COMMON STOCK OR
COMMON STOCK EQUIVALENTS OR TO SETTLE ANY OUTSTANDING LITIGATION.
SECTION 6.8
CERTAIN ACTIONS REQUIRING INVESTOR APPROVAL.
THE COMPANY SHALL
NOT, WITHOUT THE WRITTEN CONSENT OF THE INVESTOR, OTHER THAN IN THE ORDINARY
COURSE OF BUSINESS, ISSUE
22
ANY DEBT SECURITIES THAT ARE SENIOR OR PARI PASSU IN RIGHT OF PAYMENT TO OR WITH
THE CONVERTIBLE NOTES (EXCEPT FOR ANY DEBT SECURITIES THAT ARE OUTSTANDING AS OF
THE DATE HEREOF).
SECTION 6.9
DIVIDENDS.
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES SHALL
PAY DIVIDENDS TO ITS RESPECTIVE STOCKHOLDERS UNLESS SUCH DIVIDEND ON THE NEXT
INTEREST PAYMENT DATE UNDER THE NOTES ON AN AS-IF CONVERTED BASIS.
SECTION 6.10
TRANSFER RESTRICTIONS.
(A)
THE CONVERSION SHARES MAY ONLY BE DISPOSED OF IN COMPLIANCE WITH STATE AND
FEDERAL SECURITIES LAWS.
IN CONNECTION WITH ANY TRANSFER OF CONVERSION SHARES
OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR RULE 144, TO THE
COMPANY OR TO AN AFFILIATE OF THE INVESTOR OR IN CONNECTION WITH A PLEDGE AS
CONTEMPLATED IN SECTION 6.10(B), THE COMPANY MAY REQUIRE THE TRANSFEROR THEREOF
TO PROVIDE TO THE COMPANY AN OPINION OF COUNSEL SELECTED BY THE TRANSFEROR AND
REASONABLY ACCEPTABLE TO THE COMPANY, THE FORM AND SUBSTANCE OF WHICH OPINION
SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH
TRANSFER DOES NOT REQUIRE REGISTRATION OF SUCH TRANSFERRED CONVERSION SHARES
UNDER THE SECURITIES ACT.
AS A CONDITION OF TRANSFER OF CONVERSION SHARES OTHER
THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR RULE 144, ANY SUCH
TRANSFEREE SHALL AGREE IN WRITING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND
SHALL HAVE THE RIGHTS OF AN INVESTOR UNDER THIS AGREEMENT.
(B)
THE INVESTOR AGREES TO THE IMPRINTING, SO LONG AS IS REQUIRED BY THIS
SECTION 6.10, OF A LEGEND ON ANY OF THE CONVERSION SHARES IN THE FOLLOWING FORM:
[NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS
[EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A