HOURS FOR INSPECTION OF ANY BUYER OR ITS LEGAL REPRESENTATIVES.
(B)
TRANSFER AGENT INSTRUCTIONS.
THE COMPANY
SHALL ISSUE IRREVOCABLE INSTRUCTIONS TO ITS TRANSFER AGENT, AND ANY SUBSEQUENT
TRANSFER AGENT, TO ISSUE CERTIFICATES OR CREDIT SHARES TO THE APPLICABLE BALANCE
ACCOUNTS AT DTC, REGISTERED IN THE NAME OF EACH BUYER OR ITS RESPECTIVE
NOMINEE(S), FOR THE CONVERSION SHARES ISSUED AT THE CLOSING OR UPON CONVERSION
OF THE NOTES IN SUCH AMOUNTS AS SPECIFIED FROM TIME TO TIME BY EACH BUYER TO THE
COMPANY UPON CONVERSION OF THE NOTES IN THE FORM OF EXHIBIT D ATTACHED HERETO
(THE "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS").
THE COMPANY WARRANTS THAT NO
INSTRUCTION OTHER THAN THE IRREVOCABLE TRANSFER AGENT INSTRUCTIONS REFERRED TO
IN THIS SECTION 5(B), AND STOP TRANSFER INSTRUCTIONS TO GIVE EFFECT TO
SECTION 2(F) HEREOF, WILL BE GIVEN BY THE COMPANY TO ITS TRANSFER AGENT, AND
THAT THE SECURITIES SHALL OTHERWISE BE FREELY TRANSFERABLE ON THE BOOKS AND
RECORDS OF THE COMPANY AS AND
31
TO THE EXTENT PROVIDED IN THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS.
IF A BUYER EFFECTS A SALE, ASSIGNMENT OR TRANSFER OF THE SECURITIES IN
ACCORDANCE WITH SECTION 2(F), THE COMPANY SHALL PERMIT THE TRANSFER AND SHALL
PROMPTLY INSTRUCT ITS TRANSFER AGENT TO ISSUE ONE OR MORE CERTIFICATES OR CREDIT
SHARES TO THE APPLICABLE BALANCE ACCOUNTS AT DTC IN SUCH NAME AND IN SUCH
DENOMINATIONS AS SPECIFIED BY SUCH BUYER TO EFFECT SUCH SALE, TRANSFER OR
ASSIGNMENT.
IN THE EVENT THAT SUCH SALE, ASSIGNMENT OR TRANSFER INVOLVES
CONVERSION SHARES SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR PURSUANT TO RULE 144, THE TRANSFER AGENT SHALL ISSUE
SUCH SECURITIES TO THE BUYER, ASSIGNEE OR TRANSFEREE, AS THE CASE MAY BE,
WITHOUT ANY RESTRICTIVE LEGEND.
THE COMPANY ACKNOWLEDGES THAT A BREACH BY IT OF
ITS OBLIGATIONS HEREUNDER WILL CAUSE IRREPARABLE HARM TO A BUYER.
ACCORDINGLY,
THE COMPANY ACKNOWLEDGES THAT THE REMEDY AT LAW FOR A BREACH OF ITS OBLIGATIONS
UNDER THIS SECTION 5(B) WILL BE INADEQUATE AND AGREES, IN THE EVENT OF A BREACH
OR THREATENED BREACH BY THE COMPANY OF THE PROVISIONS OF THIS SECTION 5(B), THAT
A BUYER SHALL BE ENTITLED, IN ADDITION TO ALL OTHER AVAILABLE REMEDIES, TO AN
ORDER AND/OR INJUNCTION RESTRAINING ANY BREACH AND REQUIRING IMMEDIATE ISSUANCE
AND TRANSFER, WITHOUT THE NECESSITY OF SHOWING ECONOMIC LOSS AND WITHOUT ANY
BOND OR OTHER SECURITY BEING REQUIRED.
6.
CONDITIONS TO THE COMPANY'S OBLIGATION
TO SELL.
The obligation of the Company hereunder to issue and sell the Notes to each
Buyer at the Closing is subject to the satisfaction, at or before the Closing
Date, of each of the following conditions, provided that these conditions are
for the Company's sole benefit and may be waived by the Company at any time in
its sole discretion by providing each Buyer with prior written notice thereof:
(A)
SUCH BUYER SHALL HAVE EXECUTED EACH OF THE
TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY AND DELIVERED THE SAME TO THE
COMPANY.
(B)
SUCH BUYER AND EACH OTHER BUYER SHALL