UNDERTAKE TO HAVE
CERTIFICATES REISSUED REPRESENTING THE SECURITIES WITHOUT THE LEGENDS SET FORTH
IN SECTION 5.8 ABOVE AT SUCH TIME AS:
(A)
THE HOLDER THEREOF IS PERMITTED TO DISPOSE OF SUCH SECURITIES
PURSUANT TO RULE 144(K) UNDER THE SECURITIES ACT; OR
(B)
UPON RESALE SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT AFTER
SUCH SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT.
The Company agrees to cooperate with the Purchaser in connection with all
resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions
necessary to allow such resales provided the Company and its counsel receive
reasonably requested representations from the Purchaser and broker, if any.
6.15
OPINION. ON THE CLOSING DATE, THE COMPANY WILL DELIVER TO THE
PURCHASER AN OPINION ACCEPTABLE TO THE PURCHASER FROM THE COMPANY'S EXTERNAL
LEGAL COUNSEL. THE COMPANY WILL PROVIDE, AT THE COMPANY'S EXPENSE, SUCH OTHER
LEGAL OPINIONS IN THE FUTURE AS ARE DEEMED REASONABLY NECESSARY BY THE PURCHASER
(AND ACCEPTABLE TO THE PURCHASER) IN CONNECTION WITH THE EXERCISE OF THE
WARRANT.
6.16
MARGIN STOCK.
THE COMPANY WILL NOT PERMIT ANY OF THE PROCEEDS
OF THE NOTE OR THE WARRANT TO BE USED DIRECTLY OR INDIRECTLY TO "PURCHASE" OR
"CARRY" "MARGIN STOCK" OR TO REPAY INDEBTEDNESS INCURRED TO "PURCHASE" OR
"CARRY" "MARGIN STOCK" WITHIN THE RESPECTIVE MEANINGS OF EACH OF THE QUOTED
TERMS UNDER REGULATION U OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
AS NOW AND FROM TIME TO TIME HEREAFTER IN EFFECT.
6.17
FINANCING RIGHT OF FIRST REFUSAL.
(A)
THE COMPANY HEREBY GRANTS TO THE PURCHASER A RIGHT OF FIRST
REFUSAL TO PROVIDE ANY ADDITIONAL FINANCING (AS DEFINED BELOW) TO BE ISSUED BY
THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES, SUBJECT TO THE FOLLOWING TERMS AND
CONDITIONS. FROM AND AFTER THE DATE HEREOF,
PRIOR TO THE INCURRENCE OF ANY
ADDITIONAL INDEBTEDNESS AND/OR THE SALE OR ISSUANCE OF ANY EQUITY INTERESTS OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES (AN "ADDITIONAL FINANCING"), THE COMPANY
AND/OR ANY SUBSIDIARY OF THE COMPANY, AS THE CASE MAY BE, SHALL NOTIFY THE
PURCHASER OF ITS INTENTION TO ENTER INTO SUCH ADDITIONAL FINANCING. IN
CONNECTION THEREWITH, THE COMPANY AND/OR THE APPLICABLE SUBSIDIARY THEREOF SHALL
SUBMIT A FULLY EXECUTED TERM SHEET (A "PROPOSED TERM SHEET") TO THE PURCHASER
SETTING FORTH THE TERMS, CONDITIONS AND PRICING OF ANY SUCH ADDITIONAL FINANCING
(SUCH FINANCING TO BE NEGOTIATED ON "ARM'S LENGTH" TERMS AND THE TERMS THEREOF
TO BE NEGOTIATED IN GOOD FAITH) PROPOSED TO BE ENTERED INTO BY THE COMPANY
AND/OR SUCH SUBSIDIARY. THE PURCHASER SHALL HAVE THE RIGHT, BUT NOT THE
OBLIGATION, TO DELIVER ITS OWN PROPOSED TERM SHEET (THE "PURCHASER TERM SHEET")
SETTING FORTH THE TERMS AND CONDITIONS UPON WHICH THE PURCHASER
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WOULD BE WILLING TO PROVIDE SUCH ADDITIONAL FINANCING TO THE COMPANY AND/OR SUCH
SUBSIDIARY. THE PURCHASER TERM SHEET SHALL CONTAIN TERMS NO LESS FAVORABLE TO
THE COMPANY AND/OR SUCH SUBSIDIARY THAN THOSE OUTLINED IN PROPOSED TERM SHEET.
THE PURCHASER SHALL DELIVER SUCH PURCHASER TERM SHEET WITHIN TEN BUSINESS DAYS
OF RECEIPT OF EACH SUCH PROPOSED TERM