COVENANTS OF THE COMPANY.
(A)
THE COMPANY HEREBY REPRESENTS AND WARRANTS
THAT:
(A)
THE COMPANY HAS FULL CORPORATE POWER AND
AUTHORITY TO EXECUTE AND DELIVER THIS WARRANT.
(B)
THE EXECUTION AND DELIVERY OF THIS WARRANT
AND THE CONSUMMATION BY THE COMPANY OF THE TRANSACTIONS CONTEMPLATED HEREBY HAVE
BEEN DULY AND VALIDLY APPROVED BY ALL NECESSARY CORPORATE ACTION ON THE PART OF
THE COMPANY.
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(C)
THIS WARRANT HAS BEEN DULY EXECUTED AND
DELIVERED BY THE COMPANY AND CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION
OF THE COMPANY, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
(D)
THE HOLDER OF THIS WARRANT, WHEN SUCH WARRANT
IS ISSUED BY THE COMPANY TO SUCH HOLDER, SHALL HAVE GOOD TITLE THERETO FREE FROM
ALL TAXES, LIENS AND CHARGES WITH RESPECT TO THE ISSUANCE THEREOF.
(B)
THE COMPANY COVENANTS AND AGREES THAT:
(A)
RESERVATION OF SHARES.
DURING THE PERIOD
WITHIN WHICH THE RIGHTS REPRESENTED BY THIS WARRANT MAY BE EXERCISED, THE
COMPANY WILL HAVE AT ALL TIMES AUTHORIZED, AND RESERVED FOR THE PURPOSE OF ISSUE
OR TRANSFER UPON EXERCISE OF THE RIGHTS EVIDENCED BY THIS WARRANT, A SUFFICIENT
NUMBER OF SHARES OF THE COMMON STOCK TO PROVIDE THEREFORE
(B)
ISSUANCE OF SHARES.
THE WARRANT SHARES
ISSUED PURSUANT TO THE EXERCISE OF THIS WARRANT WILL, UPON ISSUANCE, BE DULY AND
VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE AND THE HOLDER OF SUCH WARRANT
SHARES SHALL HAVE GOOD TITLE TO SUCH WARRANT SHARES FREE FROM ALL TAXES, LIENS
AND CHARGES WITH RESPECT TO THE ISSUANCE THEREOF.
(C)
LISTING ON SECURITIES EXCHANGES.
THE COMPANY
PROMPTLY WILL PROCURE AT ITS SOLE EXPENSE THE LISTING OF ALL WARRANT SHARES THEN
REGISTERED FOR PUBLIC SALE (SUBJECT TO ISSUANCE OR NOTICE OF ISSUANCE) ON ALL
STOCK EXCHANGES ON WHICH THE SHARES OF COMMON STOCK ARE THEN LISTED.
4.
PARTICIPATION IN DISTRIBUTIONS OF
COMMON STOCK AND CERTAIN ADJUSTMENTS.
Under certain conditions, the Aggregate Number is subject to adjustment as set
forth in this Section 4.
No adjustments shall be made under this Section 4 as a
result of the issuance by the Company of the Warrant Shares upon exercise of
this Warrant.
(A)
ADJUSTMENTS.
THE AGGREGATE NUMBER, AFTER
TAKING INTO CONSIDERATION ANY PRIOR ADJUSTMENTS PURSUANT TO THIS SECTION 4,
SHALL BE SUBJECT TO ADJUSTMENT FROM TIME TO TIME AS FOLLOWS AND, THEREAFTER, AS
ADJUSTED, SHALL BE DEEMED TO BE THE AGGREGATE NUMBER HEREUNDER.
NO ADJUSTMENT
SHALL BE MADE UNDER THIS SECTION 4(A) UPON THE ISSUANCE OF CONVERTIBLE
SECURITIES OR COMMON STOCK ISSUABLE UPON EXERCISE OR CONVERSION OF SUCH
CONVERTIBLE SECURITIES IF AN ADJUSTMENT SHALL PREVIOUSLY HAVE BEEN MADE UPON THE
ISSUANCE OF SUCH CONVERTIBLE SECURITIES PURSUANT TO SECTION 4(C).
(I)
STOCK DIVIDENDS; SUBDIVISIONS AND
COMBINATIONS.
IN CASE AT ANY TIME OR FROM TIME TO TIME THE COMPANY SHALL:
(A)
ISSUE TO THE HOLDERS OF THE COMMON STOCK A
DIVIDEND PAYABLE IN, OR OTHER DISTRIBUTION OF, COMMON STOCK (A "STOCK
DIVIDEND"),
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(B)
SUBDIVIDE ITS OUTSTANDING SHARES OF COMMON
STOCK INTO A LARGER NUMBER OF SHARES OF COMMON STOCK, INCLUDING WITHOUT
LIMITATION BY MEANS OF