Issuance of Warrants in Satisfaction of Rights Agreement. Subject to the terms and conditions set forth herein, the Company agrees to enter into the New Warrant Agreement and issue the New Warrants to Xxxx effective concurrently with the Merger Closing, and Xxxx agrees to accept the New Warrants in full satisfaction of its rights and the Company’s obligations under the Rights Agreement. Upon the execution and delivery by the parties of the New Warrant Agreement and the issuance and delivery of the New Warrants to Xxxx upon the Merger Closing, the Rights Agreement shall automatically terminate and be of no further force or effect. All share and per share amounts set forth in the form of New Warrant Agreement attached hereto as Exhibit B are based on the Company’s capital structure as of the date of this Agreement, and are subject to proportional adjustment in the event of any stock split, reverse stock split, stock dividend, combination, reclassification, recapitalization, reorganization or similar event (collectively, “Adjustment Events”) occurring after the date of this Agreement but prior to the issuance of the New Warrant, in the same manner as if such event had occurred under the terms of the New Warrant Agreement after the execution and effectiveness of the New Warrant Agreement and issuance of the New Warrants. Xxxx hereby makes the same “investment representations” set forth in Section 4.1 of the 2001 Purchase Agreement made thereunder as to the “Securities” issued thereunder with regard to Xxxx’x rights set forth in this Agreement to receive the New Warrants and the New Warrant Shares upon exercise thereof (which provisions are hereby incorporated herein in full by reference with all references therein to “Securities” being deemed to be references to the New Warrants and the New Warrant Shares).
