OF WARRANTS AND SHALL EACH BEAR ITS OWN EXPENSES INCURRED IN CONNECTION
WITH ANY FILING REQUIRED PURSUANT TO THE HSR ACT.
EACH HOLDER BY ACCEPTANCE OF
THIS WARRANT OR ANY PORTION HEREOF AGREES TO COMPLY WITH THE PROVISIONS OF THIS
SECTION 5(A).
(B)
OTHER REGULATORY REQUIREMENTS.
IF THE HOLDER OR, UPON THE ADVICE
OF COUNSEL, THE COMPANY, DETERMINES THAT THE EXERCISE OF THIS WARRANT WOULD
REQUIRE PRIOR NOTICE TO, OR THE CONSENT OR APPROVAL BY, THE FEDERAL
COMMUNICATIONS COMMISSION OR ANY OTHER REGULATORY AGENCY THAT IS VESTED WITH
JURISDICTION OVER THE COMPANY, THE HOLDER AND THE COMPANY SHALL MAKE ALL
NECESSARY FILINGS AND NOTIFICATIONS REQUIRED, AND SHALL HAVE RECEIVED ALL
5
REQUIRED CONSENTS, APPROVALS, ORDERS OR OTHERWISE, PRIOR TO EFFECTING THE
EXERCISE OF THIS WARRANT.
THE COMPANY SHALL BE REQUIRED TO PAY ALL FILING FEES
IN CONNECTION WITH SUCH FILINGS AND NOTIFICATIONS.
6.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
IN CONNECTION
WITH THE TRANSACTIONS PROVIDED FOR HEREIN, THE COMPANY HEREBY REPRESENTS AND
WARRANTS TO THE HOLDER THAT:
(A)
ORGANIZATION, GOOD STANDING, AND QUALIFICATION.
THE COMPANY IS A
CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE STATE OF DELAWARE AND HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO
CARRY ON ITS BUSINESS AS NOW CONDUCTED.
THE COMPANY IS DULY QUALIFIED AND IS
AUTHORIZED TO TRANSACT BUSINESS AND IS IN GOOD STANDING IN EACH JURISDICTION IN
WHICH THE FAILURE TO SO QUALIFY WOULD HAVE A MATERIAL ADVERSE EFFECT ON ITS
BUSINESS OR PROPERTIES.
(B)
AUTHORIZATION.
ALL CORPORATE ACTION ON THE PART OF THE COMPANY,
ITS OFFICERS, DIRECTORS AND STOCKHOLDERS NECESSARY FOR THE AUTHORIZATION,
EXECUTION AND DELIVERY OF THIS WARRANT BY THE COMPANY, THE PERFORMANCE OF ALL
OBLIGATIONS OF THE COMPANY HEREUNDER, AND THE AUTHORIZATION, ISSUANCE (OR
RESERVATION FOR ISSUANCE), SALE AND DELIVERY OF THE SHARES ISSUABLE HEREUNDER
HAS BEEN TAKEN, AND THIS WARRANT CONSTITUTES A VALID AND LEGALLY BINDING
OBLIGATION OF THE COMPANY, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT
(I) AS LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM,
AND OTHER LAWS OF GENERAL APPLICATION AFFECTING ENFORCEMENT OF CREDITORS' RIGHTS
GENERALLY AND (II) AS LIMITED BY LAWS RELATING TO THE AVAILABILITY OF SPECIFIC
PERFORMANCE, INJUNCTIVE RELIEF OR OTHER EQUITABLE REMEDIES.
(C)
COMPLIANCE WITH OTHER INSTRUMENTS.
THE AUTHORIZATION, EXECUTION
AND DELIVERY OF THE WARRANT WILL NOT CONSTITUTE OR RESULT IN A MATERIAL DEFAULT
OR VIOLATION OF ANY LAW OR REGULATION APPLICABLE TO THE COMPANY OR ANY MATERIAL
TERM OR PROVISION OF THE COMPANY'S CURRENT CERTIFICATE OF INCORPORATION OR
BYLAWS, OR ANY MATERIAL AGREEMENT OR INSTRUMENT BY WHICH IT IS BOUND OR TO WHICH
ITS PROPERTIES OR ASSETS ARE SUBJECT.
(D)
VALID ISSUANCE OF COMMON STOCK.
THE SHARES, WHEN ISSUED, SOLD,
AND DELIVERED IN ACCORDANCE WITH THE TERMS OF THIS WARRANT FOR THE CONSIDERATION
EXPRESSED HEREIN, WILL BE DULY AUTHORIZED, VALIDLY ISSUED, FULLY PAID AND
NONASSESSABLE AND FREE FROM ALL PREEMPTIVE RIGHTS, TAXES, LIENS AND CHARGES WITH
RESPECT TO THE ISSUANCE THEREOF.
BASED IN PART UPON THE REPRESENTATIONS AND
WARRANTIES OF THE HOLDER IN THIS WARRANT, THE