PURCHASE SUCH PORTION OF SUCH ADDITIONAL NOTES AS IS DESIGNATED BY
THE HOLDER OF THIS AIR AT THE TIME OF SUCH SURRENDER.
(D)
ISSUANCE OF NEW AIR.
WHENEVER THE COMPANY
IS REQUIRED TO ISSUE A NEW AIR PURSUANT TO THE TERMS OF THIS AIR, SUCH NEW AIR
(I) SHALL BE OF LIKE TENOR WITH THIS AIR, (II) SHALL REPRESENT, AS INDICATED ON
THE FACE OF SUCH NEW AIR, THE RIGHT TO PURCHASE THE PRINCIPAL AMOUNT OF
ADDITIONAL NOTES THEN UNDERLYING THIS AIR (OR IN THE CASE OF A NEW AIR BEING
ISSUED PURSUANT TO SECTION 5(A) OR SECTION 5(C), THE PRINCIPAL AMOUNT OF
ADDITIONAL NOTES DESIGNATED BY THE HOLDER OF THIS AIR WHICH, WHEN ADDED TO THE
PRINCIPAL AMOUNT OF ADDITIONAL NOTES UNDERLYING THE OTHER NEW AIR ISSUED IN
CONNECTION WITH SUCH ISSUANCE, DOES NOT EXCEED THE PRINCIPAL AMOUNT OF
ADDITIONAL NOTES THEN UNDERLYING THIS AIR), (III) SHALL HAVE AN ISSUANCE DATE,
AS INDICATED ON THE FACE OF SUCH NEW AIR WHICH IS THE SAME AS THE ISSUANCE DATE,
AND (IV) SHALL HAVE THE SAME RIGHTS AND CONDITIONS AS THIS AIR.
6.
COVENANTS.
DISCLOSURE OF TRANSACTIONS
AND OTHER MATERIAL INFORMATION.
ON OR BEFORE 8:30 A.M., NEW YORK TIME, ON THE
FIRST BUSINESS DAY FOLLOWING EACH EXERCISE DATE, THE COMPANY SHALL FILE A
CURRENT REPORT ON FORM 8-K DESCRIBING THE TERMS OF THE TRANSACTIONS CONTEMPLATED
BY THE EXERCISE OF THIS AIR IN THE FORM REQUIRED BY THE 1934 ACT.
ON THE
EXERCISE DATE, THE COMPANY SHALL CONFIRM THAT THE REPRESENTATIONS AND WARRANTIES
OF THE COMPANY SET FORTH IN THE SECURITIES PURCHASE AGREEMENT ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS (EXCEPT FOR THOSE REPRESENTATIONS AND
WARRANTIES THAT ARE QUALIFIED BY MATERIALITY OR MATERIAL ADVERSE EFFECT, WHICH
SHALL BE TRUE AND CORRECT IN ALL RESPECTS) AS OF SUCH EXERCISE DATE AS THOUGH
MADE AT THAT TIME (EXCEPT FOR REPRESENTATIONS AND WARRANTIES THAT SPEAK AS OF A
SPECIFIC DATE) AND THAT THE COMPANY SHALL HAVE PERFORMED, SATISFIED AND COMPLIED
IN ALL MATERIAL RESPECTS WITH THE COVENANTS, AGREEMENTS AND CONDITIONS REQUIRED
BY THE TRANSACTION DOCUMENTS (AS DEFINED IN THE SECURITIES PURCHASE AGREEMENT)
TO BE PERFORMED, SATISFIED OR COMPLIED WITH BY THE COMPANY AT OR PRIOR TO SUCH
EXERCISE DATE.
7.
NOTICES.
WHENEVER NOTICE IS REQUIRED
TO BE GIVEN UNDER THIS AIR, UNLESS OTHERWISE PROVIDED HEREIN, SUCH NOTICE SHALL
BE GIVEN IN ACCORDANCE WITH SECTION 9(F) OF THE SECURITIES PURCHASE AGREEMENT.
THE COMPANY SHALL PROVIDE THE HOLDER OF THIS AIR WITH PROMPT WRITTEN NOTICE OF
ALL ACTIONS TAKEN PURSUANT TO THIS AIR, INCLUDING IN REASONABLE DETAIL A
DESCRIPTION OF SUCH ACTION AND THE REASON THEREFORE.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE COMPANY WILL GIVE WRITTEN NOTICE TO THE HOLDER
OF THIS AIR AT LEAST FIFTEEN DAYS PRIOR TO THE DATE ON WHICH THE COMPANY CLOSES
ITS BOOKS OR TAKES A RECORD (A) WITH RESPECT TO ANY DIVIDEND OR DISTRIBUTION
UPON THE COMMON STOCK, (B) WITH RESPECT TO ANY GRANTS, ISSUES OR SALES OF ANY
OPTIONS (AS DEFINED IN THE ADDITIONAL NOTES), CONVERTIBLE SECURITIES