MAY HAVE UNDER
ANY TRANSACTION DOCUMENT OR APPLICABLE LAW, THE COMPANY SHALL PAY OR REIMBURSE
THE PURCHASERS ON DEMAND FOR ALL COSTS OF COLLECTION AND ENFORCEMENT (INCLUDING
REASONABLE ATTORNEYS' FEES AND EXPENSES).
WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, THE COMPANY SPECIFICALLY AGREES TO REIMBURSE THE PURCHASERS ON
DEMAND FOR ALL COSTS OF ENFORCING THE INDEMNIFICATION OBLIGATIONS IN THIS
PARAGRAPH.
4.15
SHAREHOLDERS RIGHTS PLAN.
NO CLAIM WILL BE MADE OR ENFORCED BY THE
COMPANY OR ANY OTHER PERSON THAT ANY PURCHASER IS AN "ACQUIRING PERSON" UNDER
ANY SHAREHOLDERS RIGHTS PLAN OR SIMILAR PLAN OR ARRANGEMENT IN EFFECT OR
HEREAFTER ADOPTED BY THE COMPANY, OR THAT ANY PURCHASER COULD BE DEEMED TO
TRIGGER THE PROVISIONS OF ANY SUCH PLAN OR ARRANGEMENT, BY VIRTUE OF RECEIVING
UNDERLYING SHARES UNDER THE TRANSACTION DOCUMENTS OR UNDER ANY OTHER AGREEMENT
BETWEEN THE COMPANY AND THE PURCHASERS.
4.16
SENIORITY.
FOR SO LONG AS THE NOTES ARE OUTSTANDING, (I)
NO
INDEBTEDNESS OF THE COMPANY IS OR WILL BE SENIOR TO, OR PARI PASSU WITH, THE
NOTES IN RIGHT OF PAYMENT, WHETHER WITH RESPECT OF INTEREST, DAMAGES OR UPON
LIQUIDATION OR DISSOLUTION OR OTHERWISE AND (II) THE COMPANY WILL NOT, AND WILL
NOT PERMIT ANY SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, ENTER INTO, CREATE, INCUR,
ASSUME OR SUFFER TO EXIST ANY INDEBTEDNESS FOR BORROWED MONEY OF ANY KIND, ON OR
WITH RESPECT TO ANY OF ITS PROPERTY OR ASSETS NOW OWNED OR HEREAFTER ACQUIRED OR
ANY INTEREST THEREIN OR ANY
26
income or profits therefrom, that is senior or pari passu in any respect to the
Company's obligations under the Notes, whether with respect to interest or upon
liquidation or dissolution, or otherwise; provided, however, that
notwithstanding the foregoing, the Company may, in the ordinary course of
business, incur indebtedness secured by purchase money security interests (which
will be senior only as to the underlying assets covered thereby) and
indebtedness under capital lease obligations (which
will be senior only as to
the underlying assets covered thereby);
provided further, however, that the
Company may incur any such indebtedness if the proceeds received in respect
thereof are used for repayment of the Notes in full, to the extent permissable
under the Note.
4.17
REVERSE MERGER.
FOR SO LONG AS AT LEAST $3,000,000 IN PRINCIPAL
AMOUNT OF THE NOTES REMAIN OUTSTANDING, THE COMPANY SHALL NOT EFFECT A REVERSE
STOCK SPLIT OF ONE OR MORE CLASSES OF THE COMPANY'S COMMON STOCK.
ARTICLE V.
CONDITIONS
5.1
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PURCHASERS.
THE
OBLIGATION OF EACH PURCHASER TO ACQUIRE SECURITIES AT THE CLOSING IS SUBJECT TO
THE SATISFACTION OR WAIVER BY SUCH PURCHASER, AT OR BEFORE THE CLOSING, OF EACH
OF THE FOLLOWING CONDITIONS:
(A)
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND WARRANTIES OF THE
COMPANY CONTAINED HEREIN SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS
OF THE DATE WHEN MADE AND AS OF THE CLOSING AS THOUGH MADE ON AND AS OF SUCH
DATE;
(B)
PERFORMANCE.
THE COMPANY AND EACH OTHER PURCHASER SHALL HAVE PERFORMED,
SATISFIED AND COMPLIED IN