Common use of Acknowledgement and Undertaking Clause in Contracts

Acknowledgement and Undertaking. The Company agrees and acknowledges that the acquisition of the Note and A&R Notes (collectively, the “Specified Notes”), disposition of the Specified Notes upon the conversion thereof, any acquisition of Common Shares upon conversion of the Specified Notes, any deemed acquisition or disposition in connection therewith, and all transactions with the Company related thereto or contemplated thereby, now or in the future (including, for the avoidance of doubt, any actual or deemed acquisition, disposition, or exercise of the Specified Notes, the Redemption Warrants and/or Common Shares, as applicable, issued or to be issued in accordance with or as contemplated by the terms of the Agreement, the Specified Notes and/or the Redemption Warrants) are intended to be exempt from Section 16(b) of the Exchange Act pursuant to one or more rules promulgated thereunder (including Rule 16b-3 under the Exchange Act), applicable law and the SEC’s releases and interpretations, and the Company will, and will cause its successors and assigns (whether as a result of consolidation, merger, other similar transaction or otherwise) to, from time to time as and when requested by the Purchaser, adopt appropriate resolutions of the Board of Directors or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act, execute and deliver or cause to be executed and delivered, to the extent it may lawfully do so, all such documents and instruments (including any such resolutions of the Board of Directors or such committee thereof) and take, or cause to be taken, to the extent it may lawfully do so, all such further actions as the Purchaser may reasonably deem necessary and desirable, in each case to facilitate and effect any such exemption.