(b) Valid Issuance of Preferred Stock and Conversion Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Warrant for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable and, based in part upon the representations and warranties of the Holder in this Warrant, will be issued in compliance with all applicable federal and state securities laws. The shares of the Companys Class B Common Stock issuable upon conversion of the Shares (the Class B Conversion Shares) and the shares of the Companys Class A Common Stock issuable upon conversion of the Class B Conversion Shares (the Class A Conversion Shares) have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Companys Amended and Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware, as may be amended (the Restated Certificate), will be duly and validly issued, fully paid, and nonassessable and, based in part upon the representations and warranties of the Holder in this Warrant, will be issued in compliance with all applicable federal and state securities laws.
(c) Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Warrant, except (i) the filing of the Restated Certificate with the Secretary of State of Delaware; (ii) the filing pursuant to Regulation D, promulgated by the Securities and Exchange Commission under the Act, the filing pursuant to Section 25102(f) or 25102.1 of the California Corporate Securities Law of 1968, as amended, and the rules thereunder; (iii) the filings required by applicable state blue sky securities laws, rules and regulations, or (iv) such other post-closing filings as may be required.
(d) Offering. Subject in part to the truth and accuracy of the Holders representations set forth in Section 6 of this Warrant, the offer, sale and issuance of the Shares as contemplated by this Warrant are exempt from the registration requirements of any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
6. Representations and Warranties of the Holder. In connection with the transactions provided for herein, the Holder hereby represents and warrants to the Company that:
(a) Authorization. Holder represents that it has full power and authority to enter into this Warrant. This Warrant constitutes the Holders valid and legally binding obligation, enforceable in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors rights and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(b) Purchase Entirely for Own Account. The Holder acknowledges that this Warrant is entered into by the Holder in reliance upon such Holders representation to the Company that the Warrant, the Shares, the Class B Conversion Shares and the Class A Conversion Shares (collectively, the Securities) will be acquired for investment for the Holders own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Holder has no present intention of selling, granting