TO
COMPLY WITH THE TERMS OF THIS AGREEMENT, THE CONVERTIBLE NOTES, AND THE
CONVERSION SHARES.
SECTION 6.6
COMPLIANCE WITH LAW.
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 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 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 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.
23
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