AND, THEREFORE, EITHER ALONE OR TOGETHER WITH ITS ADVISORS, HAS SUCH KNOWLEDGE
AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT IT IS CAPABLE OF
EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE SECURITIES.
SUCH
PURCHASER WAS NOT FORMED SOLELY FOR THE PURPOSE OF ACQUIRING THE SECURITIES IN
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
4.6
SHORT SALES.
SUCH PURCHASER HAS NOT, AND HAS
CAUSED ITS AFFILIATES NOT TO, DURING THE 15 DAYS PRIOR TO THE DATE OF THIS
AGREEMENT, DIRECTLY OR INDIRECTLY, TRADED IN THE
26
COMMON STOCK OR ESTABLISHED ANY HEDGE OR OTHER POSITION IN THE COMMON STOCK THAT
IS OUTSTANDING ON THE CLOSING DATE AND THAT IS DESIGNED TO OR WOULD REASONABLY
BE EXPECTED TO LEAD TO OR RESULT IN A DISPOSITION OF COMMON STOCK OF GENAISSANCE
BY SUCH PURCHASER OR ANY OTHER PERSON ON OR BEFORE THE CLOSING DATE, NOR WILL
SUCH PURCHASER ENGAGE IN ANY HEDGING OR OTHER TRANSACTION ON OR BEFORE THE
CLOSING DATE WHICH IS DESIGNED TO OR WOULD REASONABLY BE EXPECTED TO LEAD TO OR
RESULT IN A DISPOSITION OF COMMON STOCK OF GENAISSANCE BY THE PURCHASER OR ANY
OTHER PERSON IN VIOLATION OF THE SECURITIES ACT.
SUCH PROHIBITED HEDGING OR
OTHER TRANSACTIONS WOULD INCLUDE WITHOUT LIMITATION EFFECTING ANY SHORT SALE OR
HAVING IN EFFECT ANY SHORT POSITION (WHETHER OR NOT SUCH SALE OR POSITION IS
AGAINST THE BOX AND REGARDLESS OF WHEN SUCH POSITION WAS ENTERED INTO) OR ANY
PURCHASE, SALE OR GRANT OF ANY RIGHT (INCLUDING WITHOUT LIMITATION ANY PUT OR
CALL OPTION) WITH RESPECT TO THE COMMON STOCK OF GENAISSANCE OR WITH RESPECT TO
ANY SECURITY (OTHER THAN A BROAD-BASED MARKET BASKET OR INDEX) THAT INCLUDES,
RELATES TO OR DERIVES ANY SIGNIFICANT PART OF ITS VALUE FROM THE COMMON STOCK OF
GENAISSANCE.
5.
COVENANTS AND AGREEMENTS OF THE
BORROWER.
5.1
RESERVATION OF STOCK.
GENAISSANCE SHALL AT
ALL TIMES, WHILE THE WARRANTS ARE EXERCISABLE, RESERVE AND KEEP AVAILABLE OUT OF
ITS AUTHORIZED BUT UNISSUED SHARES OF COMMON STOCK, SOLELY FOR THE PURPOSE OF
PROVIDING FOR THE EXERCISE OF THE WARRANTS, SUCH NUMBER OF SHARES OF COMMON
STOCK AS SHALL FROM TIME TO TIME EQUAL THE NUMBER OF SHARES SUFFICIENT TO PERMIT
THE FULL EXERCISE OF THE WARRANTS IN ACCORDANCE WITH THEIR TERMS WITHOUT REGARD
TO ANY EXERCISE OR CONVERSION LIMITATIONS THEREIN.
5.2
INSPECTION.
FOR AS LONG AS THE NOTES ARE
OUTSTANDING, EACH OF THE CO-BORROWERS SHALL, AND SHALL CAUSE EACH OF ITS
SUBSIDIARIES TO, PERMIT THE MAJORITY PURCHASERS, THROUGH THEIR REPRESENTATIVES
AND AGENTS, TO INSPECT ANY OF SUCH CO-BORROWER'S OR SUCH SUBSIDIARY'S
PROPERTIES, LICENSES, CORPORATE BOOKS AND FINANCIAL RECORDS, TO EXAMINE AND MAKE
COPIES OF THE BOOKS OF ACCOUNTS AND OTHER FINANCIAL RECORDS OF SUCH CO-BORROWER
AND EACH SUCH SUBSIDIARY AND TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF
THE CO-BORROWER AND EACH OF ITS SUBSIDIARIES WITH, AND TO BE ADVISED AS TO THE
SAME BY, THEIR RESPECTIVE OFFICERS AND ACCOUNTANTS AT SUCH REASONABLE TIMES AND
INTERVALS ON REASONABLE ADVANCE WRITTEN NOTICE TO SUCH CO-BORROWER; PROVIDED
THAT SUCH INSPECTIONS