definiens: shall mean any day other than a Saturday, Sunday or other day onwhich the New York Stock Exchange or commercial banks located in Boston, Massachusetts are permitted orrequired by law to close.(c ) Conditions to the Purchaser ’s Obligation to Purchase the Shares . The Purchaser ’s obligation to purchase theShares shall be subject to the satisfaction, at or before the Closing Date, of each of the following conditions, providedthat these conditions are for the Purchaser ’s sole benefit and may be waived by the Purchaser at any time in its solediscretion : ( i)receipt of a copy of the Agreement executed by the Company ; ( ii)receipt of evidence that no further waiver of the Rights Agreement ( as defined in Section 5(e ) ) isrequired in connection with the transactions contemplated by this Agreement ; ( iii)receipt of certificates representing the Shares or receipt of evidence that the Company ’s transfer agenthas been irrevocably instructed to issue certificates, dated the Closing Date, representing the Shares ; ( iv)the representations and warranties of the Company in this Agreement shall be true, correct andcomplete as of the Closing Date ( except for representations and warranties that speak as of a specificdate, which shall be true, correct and complete as of such date ) and the Company shall haveperformed, satisfied and complied in all material respects with the covenants, agreements andconditions required by this Agreement to be performed, satisfied or complied with by the Company ator prior to the Closing and receipt of a certificate, dated the Closing Date, executed by the principalexecutive officer and principal accounting officer of the Company certifying as to such ; ( v)receipt by the Purchaser of a legal opinion, dated the Closing Date, from counsel to the Company, inform and substance reasonably acceptable to the Purchaser ’s counsel ; ( vi)no temporary restraining order, preliminary or permanent injunction or other order or decree, and noother legal restraint or prohibition, shall exist which questions the validity of this Agreement or the rightof the Company or the Purchaser, as the case may be, to enter into this Agreement or prevents orcould reasonably be expected to prevent the consummation of the transactions contemplated by thisAgreement, nor shall any proceeding have been commenced or threatened with respect to theforegoing and receipt of a certificate, dated the Closing Date, executed by the principal executiveofficer and the principal accounting officer of the Company certifying to their knowledge as to such ; ( vii)from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspendedby the SEC or the NASDAQ Capital Market ( except for any suspension of trading of limited durationagreed to by the Company, which suspension shall be terminated prior to the Closing ), and, at anytime prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall nothave been suspended or -2- limited, or minimum prices shall not have been established on securities whose trades are reported bysuch service, or on the NASDAQ Capital Market, nor shall a banking moratorium have been declaredeither by the United States or New York State authorities nor shall there have occurred any materialoutbreak or escalation of hostilities or other national or international calamity of such magnitude in itseffect on, or any material adverse change in, any financial market which, in each case, in thereasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Sharesat the Closing ; and ( viii)receipt of such other information, certificates and documents as the Purchaser may reasonablyrequest