BY SUCH SPECIAL COUNSEL IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY.
4.5
FINANCIAL INFORMATION.
AS LONG AS AN INVESTOR OWNS ANY OF THE
SECURITIES OR WARRANT SHARES, THE FINANCIAL STATEMENTS OF THE COMPANY WILL BE
PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES CONSISTENTLY APPLIED THROUGHOUT THE PERIODS INDICATED (EXCEPT AS MAY
BE INDICATED IN THE NOTES THERETO OR, IN THE CASE OF INTERIM CONSOLIDATED
FINANCIAL STATEMENTS, WHERE INFORMATION AND FOOTNOTES CONTAINED IN SUCH
FINANCIAL STATEMENTS ARE NOT REQUIRED TO BE IN COMPLIANCE WITH GAAP), AND WILL
FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF
THE COMPANY AND RESULTS OF ITS OPERATIONS AND CASH FLOWS AS OF, AND FOR THE
PERIODS COVERED BY, SUCH FINANCIAL STATEMENTS.
4.6
NOTIFICATION OF CERTAIN MATTERS.
PRIOR TO THE CLOSING, EACH PARTY
HERETO SHALL GIVE PROMPT NOTICE TO THE OTHER PARTY OF THE OCCURRENCE, OR
NON-OCCURRENCE, OF ANY EVENT WHICH WOULD BE LIKELY TO CAUSE ANY REPRESENTATION
AND WARRANTY HEREIN TO BE UNTRUE OR INACCURATE, OR ANY COVENANT, CONDITION OR
AGREEMENT HEREIN NOT TO BE COMPLIED WITH OR SATISFIED.
4.7
COMPLIANCE WITH LAW.
AS LONG AS AN INVESTOR OWNS ANY OF THE
SECURITIES OR WARRANT SHARES, THE COMPANY WILL CONDUCT ITS BUSINESS IN
COMPLIANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS 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, INDIVIDUALLY OR IN THE AGGREGATE, WITH WHICH WOULD HAVE A
MATERIAL ADVERSE EFFECT.
4.8
SALES BY INVESTORS.
EACH INVESTOR WILL SELL ANY SECURITIES SOLD
BY IT IN COMPLIANCE WITH APPLICABLE PROSPECTUS DELIVERY REQUIREMENTS, IF ANY, OR
OTHERWISE IN COMPLIANCE WITH THE REQUIREMENTS FOR AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
NO INVESTOR WILL MAKE ANY SALE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES
IN VIOLATION OF FEDERAL OR STATE SECURITIES LAWS.
10
ARTICLE V
TRANSFER AGENT INSTRUCTIONS; REMOVAL OF LEGENDS
5.1
ISSUANCE OF CERTIFICATES.
THE COMPANY WILL, OR WILL INSTRUCT ITS
TRANSFER AGENT TO, ISSUE CERTIFICATES, REGISTERED IN THE NAME OF EACH INVESTOR
OR ITS NOMINEE, FOR THE SECURITIES AND, PROMPTLY UPON EXERCISE OF ANY WARRANTS,
THE APPLICABLE WARRANT SHARES.
ALL SUCH CERTIFICATES WILL BEAR THE RESTRICTIVE
LEGEND DESCRIBED IN SECTION 2.7, EXCEPT AS OTHERWISE SPECIFIED IN THIS
ARTICLE V.
THE COMPANY WILL NOT GIVE TO ITS TRANSFER AGENT ANY INSTRUCTION
OTHER THAN AS DESCRIBED IN THIS ARTICLE V AND STOP TRANSFER INSTRUCTIONS TO GIVE
EFFECT TO SECTION 2.7 HEREOF (PRIOR TO REGISTRATION OF THE SECURITIES UNDER THE
SECURITIES ACT).
NOTHING IN THIS SECTION WILL AFFECT IN ANY WAY EACH INVESTOR'S
OBLIGATIONS TO COMPLY WITH ALL APPLICABLE PROSPECTUS DELIVERY REQUIREMENTS, IF
ANY, UPON RESALE OF THE COMMON SHARES AND/OR WARRANT SHARES.
5.2
UNRESTRICTED SECURITIES.
IF, UNLESS OTHERWISE REQUIRED BY
APPLICABLE STATE SECURITIES LAWS, (A) THE SECURITIES OR WARRANT SHARES
REPRESENTED BY A CERTIFICATE HAVE BEEN REGISTERED UNDER AN EFFECTIVE
REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) A HOLDER OF
SECURITIES OR WARRANT SHARES