3.9. Successive
Adjustments.
The
provisions of this Section 3 shall be applicable successively to each event
described herein which may occur subsequent to the issuance of this Warrant
and
prior to the exercise in full of this Warrant.
4. Registration;
Exchange and Replacement of Warrant; Reservation of Shares.
The
Company shall keep at the Designated Office a register in which the Company
shall provide for the registration, transfer and exchange of this Warrant.
The
Company shall not at any time, except upon the dissolution, liquidation or
winding-up of the Company, close such register so as to result in preventing
or
delaying the exercise or transfer of this Warrant.
The
Company may deem and treat the person in whose name this Warrant is registered
as the Holder and owner hereof for all purposes and shall not be affected by
any
notice to the contrary, until presentation of this Warrant for registration
or
transfer as provided in this Section 4.
Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant and (in case of loss, theft
or
destruction) of the Holder’s indemnity in form satisfactory to the Company, and
(in the case of mutilation) upon surrender and cancellation of this Warrant,
the
Company will (in the absence of notice to the Company that the Warrant has
been
acquired by a bona fide purchaser) make and deliver a new Warrant of like tenor
in lieu of this Warrant, without requiring the posting of any bond or the giving
of any security.
The
Company shall at all times reserve and keep available out of its authorized
shares of capital stock, solely for the purpose of issuance upon the exercise
of
this Warrant, such number of Common Shares as shall be issuable upon the
exercise hereof. The Company covenants and agrees that, upon exercise of this
Warrant and payment of the Exercise Price therefor, if applicable, all Warrant
Shares issuable upon such exercise shall be duly and validly authorized and
issued, fully paid and non-assessable.
5. Investment
Representations.
The
Holder, by accepting this Warrant, covenants and agrees that, at the time of
exercise of this Warrant, if the Warrant Shares shall not then be the subject
of
an effective registration statement under the Act, the securities acquired
by
the Holder upon exercise hereof are for the account of the Holder or are being
acquired for its own account for investment and are not acquired with a view
to,
or for sale in connection with, any distribution thereof (or any portion
thereof) and with no present intention (at such time) of offering and
distributing such securities (or any portion thereof), except in compliance
with
applicable federal and state securities laws.
6. Fractional
Warrants and Fractional Shares.
If the
number of Warrant Shares purchasable upon the exercise of this Warrant is
adjusted pursuant to Section 3 hereof, the Company shall nevertheless not be
required to issue fractions of shares upon exercise of this Warrant or
otherwise, or to distribute certificates that evidence fractional shares. With
respect to any fraction of a share called for upon any exercise hereof, the
Company shall pay to the Holder an amount in cash equal to such fraction
multiplied by the current market value of a Common Share (determined in
accordance with the last sentence of Section 1.3).
