in effect.
Neither the failure to give such
notice or the notice referred to in the following paragraph nor any defect
therein shall affect the legality or validity of the proceedings described in
clauses (i) through (v) of this Section 5G.
SECTION 6.
COMPLIANCE WITH SECURITIES LAWS; LEGENDS.
(I)
NONE OF THE SHARES OF CONVERTIBLE PREFERRED STOCK NOR ANY
CONVERSION STOCK MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN
COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF
9
THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR PURSUANT TO AN
EXEMPTION THEREFROM, AND IN EACH CASE IN COMPLIANCE WITH THE TERMS OF THIS
CERTIFICATE AND THE RESTRICTIONS SET FORTH IN THE TEXT OF THE RESTRICTIVE LEGEND
REQUIRED TO BE SET FORTH ON THE SHARES OF CONVERTIBLE PREFERRED STOCK AND THE
SHARES OF CONVERSION STOCK PURSUANT TO CLAUSE (II) OF THIS SECTION 6.
THE
CORPORATION SHALL BE ENTITLED TO GIVE STOP TRANSFER ORDERS TO ITS TRANSFER AGENT
WITH RESPECT TO THE SHARES OF CONVERTIBLE PREFERRED STOCK IN ORDER TO ENFORCE
THE FOREGOING RESTRICTIONS.
(II)
EACH CERTIFICATE REPRESENTING SHARES OF CONVERTIBLE PREFERRED
STOCK AND EACH CERTIFICATE REPRESENTING SHARES OF CONVERSION STOCK SHALL CONTAIN
A LEGEND SUBSTANTIALLY TO THE FOLLOWING EFFECT (IN ADDITION TO ANY LEGENDS
REQUIRED UNDER APPLICABLE SECURITIES LAWS):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE DIRECTLY OR INDIRECTLY OFFERED, SOLD, TRANSFERRED, ENCUMBERED, ASSIGNED
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS, OR (B) AN
APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, INCLUDING RULE 144, SUBJECT
TO THE COMPANY'S AND THE TRANSFER AGENT'S RIGHT PRIOR TO ANY SUCH OFFER, SALE,
TRANSFER, ENCUMBRANCE, ASSIGNMENT OR OTHER DISPOSITION TO REQUIRE THE DELIVERY
OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION REASONABLY
SATISFACTORY TO EACH OF THEM.
To the extent that the circumstances or provisions requiring the above legend
have ceased to be effective, the Corporation will upon request reissue
certificates without the legend.
SECTION 7.
REGISTRATION OF TRANSFER.
THE CORPORATION SHALL KEEP
AT ITS PRINCIPAL OFFICE A REGISTER FOR THE REGISTRATION OF CONVERTIBLE PREFERRED
STOCK.
UPON THE SURRENDER OF ANY CERTIFICATE REPRESENTING CONVERTIBLE PREFERRED
STOCK AT SUCH PLACE, THE CORPORATION SHALL, AT THE REQUEST OF THE RECORD HOLDER
OF SUCH CERTIFICATE, EXECUTE AND DELIVER (AT THE CORPORATION'S EXPENSE) A NEW
CERTIFICATE OR CERTIFICATES IN EXCHANGE THEREFOR REPRESENTING IN THE AGGREGATE
THE NUMBER OF SHARES OF CONVERTIBLE PREFERRED STOCK REPRESENTED BY THE
SURRENDERED CERTIFICATE.
EACH SUCH NEW CERTIFICATE SHALL BE REGISTERED IN SUCH
NAME AND SHALL REPRESENT SUCH NUMBER OF SHARES OF CONVERTIBLE PREFERRED STOCK AS
IS REQUESTED BY THE HOLDER OF THE SURRENDERED CERTIFICATE AND SHALL BE
SUBSTANTIALLY IDENTICAL IN FORM TO THE SURRENDERED CERTIFICATE, AND DIVIDENDS
SHALL ACCRUE ON THE CONVERTIBLE PREFERRED STOCK REPRESENTED BY SUCH NEW
CERTIFICATE