Representations and Covenants of the Company Contract Clauses (23)

Representations and Covenants of the Company. 3.1 Representations and Warranties. The Company represents and warrants to the Holder that all Shares that may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances. 3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon... its common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights; (c) to effect any reclassification or recapitalization of common stock; (d) effectuate an Acquisition or otherwise merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up (each, a "Liquidation Event"); or (e) offer holders of registration rights the opportunity to participate in an underwritten public offering of the company's securities for cash, then, in connection with each such event, the Company shall give Holder (1) at least 10 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above; (2) in the case of the matters referred to in (c) and (d) above at least 10 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to the holders of such registration rights. 3.3 Lock Up. Holder hereby agrees that it shall not sell, transfer, make any short sale of, any Shares held by Holder until the earlier to occur of (i) the six month anniversary of the Issue Date, (ii) the date the loan(s) owing to Senior Lender (as defined in the Loan Agreement) are repaid, or (iii) the occurrence of a Liquidation Event. 3.4 Information Rights. So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder (a) promptly after mailing, copies of all communiqués to the shareholders of the Company, (b) promptly after delivery to any commercial bank or other financial institution that provides working capital financing to the Company, quarterly and annual financial statements of the Company (or if the Company does not have a commercial bank or other financial institution that provides it working capital, then within one hundred twenty (120) days after the end of each fiscal year of the Company, the annual financial statements of the Company). View More