to normal
year-end adjustments).
(B)
THE COMPANY COMMON STOCK IS LISTED ON THE AMERICAN STOCK EXCHANGE
AND SATISFIES ALL REQUIREMENTS FOR THE CONTINUATION OF SUCH LISTING.
THE
COMPANY HAS NOT RECEIVED ANY NOTICE THAT ITS COMMON STOCK WILL BE DELISTED FROM
THE AMERICAN STOCK EXCHANGE
OR THAT THE COMMON STOCK DOES NOT MEET ALL
REQUIREMENTS FOR THE CONTINUATION OF SUCH LISTING.
(C)
NEITHER THE COMPANY, NOR ANY OF ITS AFFILIATES, NOR ANY PERSON
ACTING ON ITS OR THEIR BEHALF, HAS DIRECTLY OR INDIRECTLY MADE ANY OFFERS OR
SALES OF ANY SECURITY OR SOLICITED ANY OFFERS TO BUY ANY SECURITY UNDER
CIRCUMSTANCES THAT WOULD CAUSE THE OFFERING OF THE REGISTRABLE SECURITIES
PURSUANT TO THIS AGREEMENT TO BE INTEGRATED WITH PRIOR OFFERINGS BY THE COMPANY
FOR PURPOSES OF THE SECURITIES ACT WHICH WOULD PREVENT THE COMPANY FROM SELLING
THE COMMON STOCK PURSUANT TO RULE 506 UNDER THE SECURITIES ACT, OR ANY
APPLICABLE EXCHANGE-RELATED STOCKHOLDER APPROVAL PROVISIONS;
NOR WILL THE
COMPANY OR ANY OF ITS AFFILIATES OR SUBSIDIARIES TAKE ANY ACTION OR STEPS THAT
WOULD CAUSE THE OFFERING OF THE REGISTRABLE SECURITIES TO BE INTEGRATED WITH
OTHER OFFERINGS.
(D)
THE REGISTRABLE SECURITIES ARE RESTRICTED SECURITIES UNDER THE
SECURITIES ACT AS OF THE DATE OF THIS AGREEMENT.
THE COMPANY WILL NOT ISSUE ANY
STOP TRANSFER ORDER OR OTHER ORDER IMPEDING THE SALE AND DELIVERY OF ANY OF THE
REGISTRABLE SECURITIES AT SUCH TIME AS THE REGISTRABLE SECURITIES ARE REGISTERED
FOR PUBLIC SALE OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE, EXCEPT AS
REQUIRED BY FEDERAL OR STATE SECURITIES LAWS.
(E)
THE COMPANY UNDERSTANDS THE NATURE OF THE REGISTRABLE SECURITIES
ISSUABLE UPON THE CONVERSION OF EACH NOTE AND THE EXERCISE OF EACH WARRANT AND
RECOGNIZES THAT THE REGISTRABLE SECURITIES MAY HAVE A POTENTIAL DILUTIVE
EFFECT.
THE COMPANY SPECIFICALLY ACKNOWLEDGES THAT ITS OBLIGATION TO ISSUE THE
REGISTRABLE SECURITIES IS BINDING UPON THE COMPANY AND ENFORCEABLE REGARDLESS OF
THE DILUTION SUCH ISSUANCE MAY HAVE ON THE OWNERSHIP INTERESTS OF OTHER
SHAREHOLDERS OF THE COMPANY.
7
(F)
EXCEPT FOR AGREEMENTS MADE IN THE ORDINARY COURSE OF BUSINESS,
THERE IS NO AGREEMENT THAT HAS NOT BEEN FILED WITH THE SEC AS AN EXHIBIT TO A
REGISTRATION STATEMENT OR TO A FORM REQUIRED TO BE FILED BY THE COMPANY UNDER
THE EXCHANGE ACT THE BREACH OF WHICH COULD HAVE A MATERIAL AND ADVERSE EFFECT ON
THE COMPANY AND ITS SUBSIDIARIES, OR WOULD PROHIBIT OR OTHERWISE INTERFERE WITH
THE ABILITY OF THE COMPANY TO ENTER INTO AND PERFORM ANY OF ITS OBLIGATIONS
UNDER THIS AGREEMENT IN ANY MATERIAL RESPECT.
(G)
THE COMPANY WILL AT ALL TIMES HAVE AUTHORIZED AND RESERVED A
SUFFICIENT NUMBER OF SHARES OF COMMON STOCK FOR THE FULL CONVERSION OF EACH NOTE
AND EXERCISE OF EACH WARRANT.
7.
MISCELLANEOUS.
(A)
REMEDIES.
IN THE EVENT OF A BREACH BY THE COMPANY OR BY A HOLDER
OF ANY OF THEIR OBLIGATIONS UNDER THIS AGREEMENT, EACH HOLDER OR THE COMPANY, AS
THE CASE MAY BE, IN ADDITION TO BEING ENTITLED TO EXERCISE ALL RIGHTS GRANTED BY
LAW AND UNDER THIS AGREEMENT,