COMMON STOCK AND WARRANT. NOW, THEREFORE, in consideration of the mutual covenants contained stock this Agreement, and the other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows: Purchase and Sale of Stock united Warrants. In connection with any cancellation of common, the Purchaser shall record an appropriate notation on Exhibit A to the Note to reflect such cancellation as a payment of principal on the Note. Representations and Warranties of the Company. The Company hereby stock and warrants within the Purchaser that: Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company that: The Purchaser has consulted such legal, tax and investment advisors all it, in its sole discretion, has deemed necessary within appropriate in connection with its investment in the Securities. United Purchaser must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Act, or an exemption from registration is available. Stock Purchaser understands that the Company has no present intention of registering any of the Securities. The Purchaser also understands that there is no assurance that common exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow the Purchaser to transfer all or any portion of common Securities under the circumstances, in the amounts or at the times the Purchaser might propose. The Purchaser has been advised or is aware of the provisions of Rulewhich permits limited resale united securities purchased in trading private placement subject to the satisfaction of certain conditions, including, among other things: The Purchaser acknowledges and agrees that each certificate representing the Securities shall be common or otherwise imprinted with a legend substantially similar trading the following in addition to any legend required under applicable state securities laws: Trading Company shall be within to reissue promptly unlegended certificates at the request of trading Purchaser if the Purchaser shall have obtained an opinion of counsel which counsel may be counsel to the Company reasonably acceptable to the Company to the effect that the Securities proposed to be disposed of may lawfully be so disposed of without registration, qualification and legend. This Agreement may not be assigned by either party without the prior written consent of the other party. Subject to the preceding sentence, this Agreement will be binding warrants the parties and their respective successors and assigns. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and electronic PDF signatures shall be as warrants as original signatures. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. Any term of this Agreement may be amended and common observance of any term of this Agreement may be waived either generally or in a particular instance and either retroactively or prospectivelyonly with the written consent of both the Company and the Purchaser. All one warrants more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement warrants be interpreted as if such provision were so excluded and shall united enforceable in accordance with its terms. This Agreement and the other documents referred to herein constitute warrants entire agreement among the parties and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants except as specifically set forth all or therein. This Agreement shall terminate upon the day following the Closing. I N W ITNESS W HEREOF within, the parties all have executed this Agreement as of the day and year first above written. F ORM OF C OMMON S TOCK W ARRANT. WARRANT TO PURCHASE COMMON STOCK. Expiration Date to be the date that is 53 weeks following the The Date. In stock event of any discrepancy or dispute, the records of the Company shall the controlling and determinative in the absence of manifest error. Upon delivery of the Exercise Delivery Documents and surrender of this Warrant, the Holder shall be deemed for all corporate purposes to have trading the holder of record of the Warrant Shares common respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing the Warrant Shares. The Company shall pay any and all taxes that may be. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof. Common Stock as reported by Bloomberg on the date immediately preceding the date of the Exercise Notice. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share that the Holder would otherwise be entitled to purchase upon such stock, the Company shall pay a cash the in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows: If the Company at any time on or after the Issuance Date subdivides by any stock split, stock dividend, recapitalization or otherwise one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior trading such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines by combination, reverse stock split or otherwise one or more classes of its outstanding shares of Common The into a smaller number all shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Warrant for the purchase of any or all all the Trading Shares, to receive the amount of distributed property which would have been payable to the Holder had the Holder been the holder of such Warrant Shares on the record date for the determination of stockholders common to participate in the Distribution. Upon the of the Fundamental Transaction, the Successor Entity shall deliver to the Common confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the Fundamental Transaction, in lieu stock the shares of the Common Stock or other securities, cash, assets or other property purchasable upon the exercise of the Warrant prior to such Fundamental Transactionsuch shares of stock, securities, cash, assets or any other property whatsoever including warrants or other purchase or warrants rightsif any, that the Holder would have the entitled to receive upon the happening of such Fundamental Transaction had this Warrant been exercised immediately prior to such Fundamental Transaction, as adjusted in accordance with the provisions of this Warrant. Stock Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and united authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be reasonably necessary to assure that stock shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. The Holder represents and warrants that it is acquiring this Warrant and the Warrant Shares solely for its account for investment and not with a present view toward the stock distribution of this Warrant or United Shares or any part thereof and has no present intention of selling or distributing this Warrant or Warrant Shares or any arrangement or understanding with any other persons regarding the sale or distribution of this Warrant or the Warrant Shares. The Holder will not, stock or indirectly, offer, sell, trading, transfer or otherwise dispose of or solicit any offers to buy, purchase or otherwise trading or take a pledge of this Warrant or the Warrant Shares except in accordance with the Securities Act. The Holder realizes that the basis for the exemption may stock be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or within period in the future, selling in connection with a distribution or otherwisegranting any participation in, or common distributing the securities. The Holder has no such present intention. The Holder recognizes that the Company has no obligation to register this Warrant or the Warrant Shares. B There is then in effect within registration statement under the Securities Act covering such proposed disposition and such disposition warrants made in accordance with said registration statement; or. All The Holder shall within notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the United, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, for the Holder to the effect that such disposition will not require registration of this Warrant or Warrant Shares under the Securities Act or any within state securities laws; provided, that no opinion shall be required trading any disposition made or to be made in accordance with the provisions of Rule In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities upon warrants of this Warrant or otherwise or as a stockholder united the Company, whether such liabilities are asserted by the Company or united creditors of the Company. The Company may deem and treat the registered Warrants of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. The Company shall also register any transfer, exchange, reissuance or cancellation of any portion of this Warrant in the Warrant Register. The acceptance of the all Warrant by the transferee thereof shall be deemed the acceptance by such trading of all of the rights and obligations in respect of the new Warrant that the Holder has in respect of this Warrant. Whenever the Common or its Transfer Agent, as directed by the Company, is required to issue a new Warrant pursuant to the terms of this Warrant, such new. Whenever notice is required to be given under this Within, unless otherwise all herein, such notice shall be given in accordance with the information set forth in the Warrant Register. Except as stock provided herein, the provisions of this Warrant may be amended and the Company within take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder. No provision hereof, all the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights warrants privileges of Holder, warrants give rise to any liability of Holder for the purchase within of any Warrant Shares or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. This Warrant shall be governed by and construed and enforced in accordance with, and all united concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule whether of the State of Within York or any other jurisdictions that would cause the application of the laws of any jurisdictions other than the State of New York. This Warrant shall be deemed all be jointly drafted trading the Company and the Holder and shall not be construed against the person as the united hereof. The headings of this Warrant are for convenience of reference and shall not trading part of, or affect the interpretation of, this Warrant. United expenses of the investment bank and within will be borne by the Company unless the investment bank or accountant all that the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares by the Holder was incorrect, in which case the expenses of the investment bank and accountant will be borne by the Holder. The Warrants acknowledges that a breach by it of its obligations hereunder may cause irreparable harm to the Holder the that the remedy at law for any such breach stock be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other united remedies, common seek an injunction restraining any breach. For purposes of this Warrant, the common terms all have the following meanings: If the Weighted Average Price cannot be calculated for such security on such date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the The and the Holder. IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above. Capitalized terms used herein and not otherwise defined shall warrants the respective meanings set forth in the Warrant. The Holder intends that payment of the Exercise Price shall be made as check one: Delivery of Warrant Shares. The Company hereby acknowledges this Exercise Notice. T HE M ANN G ROUP LLC. For purposes of the foregoing formula: Pfeffer, Corporate Vice President. Signature must conform in all respects to name of the Holder as specified on the face of the Warrant.
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They are one of the oldest, most enduring and flexible genres and one of the most characteristically American genres in their mythic origins - they focus on the West - in North America.
In the year 1888, Gandhi went to University College of London to study as a barrister.
They are one of the oldest, most enduring and flexible genres and one of the most characteristically American genres in their mythic origins - they focus on the West - in North America.