THE PURCHASED SHARES AT THE CLOSING, BUYER SHALL
PAY TO THE COMPANY, AT THE CLOSING, $50.00 FOR EACH SHARE OF COMMON STOCK, OR IN
THE AGGREGATE, FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) (THE "PURCHASE
PRICE").
ARTICLE III
THE CLOSING
3.1
CLOSING.
(A)
THE CLOSING OF THE PURCHASE AND SALE OF THE PURCHASED SHARES
HEREUNDER (THE "CLOSING") SHALL TAKE PLACE SIMULTANEOUSLY WITH THE EXECUTION AND
DELIVERY OF THIS AGREEMENT (THE DATE ON WHICH THE CLOSING OCCURS IS REFERRED TO
HEREIN AS THE "CLOSING DATE").
THE CLOSING SHALL TAKE PLACE AT THE COMPANY'S
HEADQUARTERS IN CLIFTON, NEW JERSEY.
THE CLOSING SHALL BE EFFECTIVE AS OF THE
CLOSE OF BUSINESS ON THE CLOSING DATE.
2
(B)
AT THE CLOSING, (I) BUYER SHALL DELIVER TO THE COMPANY THE
PURCHASE PRICE BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO THE ACCOUNT
SET FORTH ON SCHEDULE 3.1(B); (II) BUYER SHALL DELIVER TO THE COMPANY A JOINDER
AGREEMENT WITH RESPECT TO THE STOCKHOLDERS' AGREEMENT DULY EXECUTED BY BUYER;
AND (III) THE COMPANY SHALL DELIVER TO BUYER ONE OR MORE CERTIFICATES
REPRESENTING THE PURCHASED SHARES.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER
The Company hereby makes the following representations and warranties to Buyer:
4.1
ORGANIZATION AND GOOD STANDING.
THE COMPANY IS A CORPORATION,
DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
STATE OF DELAWARE.
4.2
AUTHORIZATION.
THE COMPANY HAS ALL REQUISITE CORPORATE POWER AND
AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT, TO PERFORM ITS OBLIGATIONS
HEREUNDER AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY THE COMPANY AND THE
CONSUMMATION BY THE COMPANY OF THE TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN
DULY AND VALIDLY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION AND NO OTHER
CORPORATE PROCEEDINGS ON THE PART OF THE COMPANY ARE NECESSARY TO AUTHORIZE THIS
AGREEMENT OR TO CONSUMMATE THE TRANSACTIONS SO CONTEMPLATED.
THIS AGREEMENT,
WHEN EXECUTED AND DELIVERED BY BUYER, SHALL CONSTITUTE A VALID AND LEGALLY
BINDING OBLIGATION OF THE COMPANY ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS
TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
AND SIMILAR LAWS AFFECTING CREDITORS; RIGHTS AND REMEDIES GENERALLY, AND
SUBJECT, AS TO ENFORCEABILITY, TO GENERAL PRINCIPLES OF EQUITY, INCLUDING
PRINCIPLES OF COMMERCIAL REASONABLENESS, GOOD FAITH AND FAIR DEALING (REGARDLESS
OF WHETHER ENFORCEMENT IS SOUGHT IN A PROCEEDING AT LAW OR IN EQUITY).
4.3
NO CONFLICT.
NEITHER THE EXECUTION, DELIVERY OR PERFORMANCE BY
THE COMPANY OF THIS AGREEMENT NOR THE CONSUMMATION BY THE COMPANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY WILL, WITH OR WITHOUT THE GIVING OF NOTICE OR
THE LAPSE OF TIME OR BOTH, (I) VIOLATE ANY PROVISION OF ANY ORGANIZATIONAL
DOCUMENT OF THE COMPANY OR (II) VIOLATE ANY LAW OR OTHER RESTRICTION OF ANY
GOVERNMENTAL AUTHORITY OR COURT TO WHICH THE COMPANY MAY BE SUBJECT.
THE
EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE COMPANY DOES NOT, AND THE
PERFORMANCE OF THIS AGREEMENT BY THE COMPANY AND THE CONSUMMATION BY THE COMPANY
OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT, REQUIRE ANY CONSENT, APPROVAL,
AUTHORIZATION OR PERMIT OF, OR