PURSUANT TO AN EMPLOYMENT AGREEMENT, THEN
SUCH TERMINATED EMPLOYEES SHALL RECEIVE SEVERANCE BENEFITS, IF ANY, IN
ACCORDANCE WITH PARENT'S PAST PRACTICES, SUBJECT TO THE EXECUTION BY SUCH
TERMINATED EMPLOYEE OF A WAIVER AND RELEASE IN A FORM REASONABLY SATISFACTORY TO
THE COMPANY.
5.4
JOINT PROXY-REGISTRATION STATEMENT.
AS SOON AS PRACTICABLE
FOLLOWING THE EXECUTION OF THIS AGREEMENT, THE PARTIES SHALL WORK TOGETHER TO
PREPARE AND FILE WITH THE SEC A JOINT PROXY - REGISTRATION STATEMENT IN RESPECT
OF THE MERGER AND THE TRANSACTIONS CONTEMPLATED HEREBY (THE "JOINT
PROXY-REGISTRATION STATEMENT"), WHICH SUCH JOINT PROXY REGISTRATION STATEMENT
SHALL BE USED IN RESPECT OF (A) SOLICITING SHAREHOLDER APPROVAL IN CONNECTION
WITH THE MERGER AND THIS AGREEMENT, (B) REGISTERING THE MERGER CONSIDERATION AND
THE MERGER OPTIONS, NEW PARENT WARRANTS AND PARENT WARRANTS AND THE SHARES OF
PARENT COMMON STOCK ISSUABLE
25
PURSUANT TO THE EXERCISE THEREOF ISSUED PURSUANT TO ARTICLE 2 HEREOF, (C)
AUTHORIZING THE REVERSE SPLIT, (D) CHANGING THE NAME OF PARENT TO "BRAVERA,
INC." AND (D)
INCREASING THE AUTHORIZED NUMBER OF SHARES OF PARENT COMMON STOCK
TO 800,000,000 AND INCREASING THE NUMBER OF AUTHORIZED SHARES OF PARENT
PREFERRED STOCK TO NOT LESS THAN 15,000,000 (THE "CAPITAL INCREASE").
5.5
ACCESS TO INFORMATION.
THE PARTIES SHALL PROVIDE TO EACH OTHER
AND THEIR RESPECTIVE REPRESENTATIVES SUCH FINANCIAL, OPERATING AND OTHER
DOCUMENTS, DATA AND INFORMATION RELATING TO THE PARTY, AND THEIR RESPECTIVE
BUSINESSES, PROPERTIES, ASSETS AND LIABILITIES, AS EACH PARTY, OR ITS
REPRESENTATIVES MAY REASONABLY REQUEST.
IN ADDITION, EACH PARTY HEREBY AGREES
TO TAKE ALL ACTION NECESSARY TO ENABLE THEIR RESPECTIVE REPRESENTATIVES REVIEW,
INSPECT AND AUDIT EACH PARTY'S BUSINESS, PROPERTIES, ASSETS AND LIABILITIES AND
DISCUSS THEM WITH SUCH PARTY'S OFFICERS, EMPLOYEES, INDEPENDENT ACCOUNTANTS AND
COUNSEL.
NOTWITHSTANDING ANY INVESTIGATION THAT ANY PARTY MAY CONDUCT OF THE
OTHER PARTIES, OR THEIR RESPECTIVE BUSINESSES, PROPERTIES, ASSETS AND
LIABILITIES, EACH PARTY MAY FULLY RELY ON THE OTHER PARTY'S WARRANTIES,
COVENANTS AND INDEMNITIES SET FORTH IN THIS AGREEMENT.
5.6
CONSENTS AND APPROVALS.
AS SOON AS PRACTICABLE AFTER EXECUTION OF
THIS AGREEMENT, THE PARTIES SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN
ANY NECESSARY CONSENT, APPROVAL, AUTHORIZATION OR ORDER OF, MAKE ANY
REGISTRATION OR FILING WITH OR GIVE ANY NOTICE TO, ANY REGULATORY AUTHORITY OR
PERSON AS IS REQUIRED TO BE OBTAINED, MADE OR GIVEN BY ANY PARTY TO CONSUMMATE
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE COLLATERAL DOCUMENTS.
5.7
NOTIFICATION OF ADVERSE CHANGE AND CERTAIN MATTERS.
EACH PARTY
SHALL PROMPTLY NOTIFY THE OTHER PARTIES OF ANY MATERIAL ADVERSE CHANGE IN THE
CONDITION (FINANCIAL OR OTHERWISE) OF SUCH PARTY.
EACH PARTY SHALL PROMPTLY
NOTIFY THE OTHER PARTIES OF ANY FACT, EVENT, CIRCUMSTANCE OR ACTION KNOWN TO IT
THAT IS REASONABLY LIKELY TO CAUSE SUCH PARTY TO BE UNABLE TO PERFORM ANY OF ITS
COVENANTS CONTAINED HEREIN OR ANY CONDITION PRECEDENT IN ARTICLE 6 NOT TO BE
SATISFIED, OR THAT, IF KNOWN ON THE DATE OF THIS AGREEMENT, WOULD HAVE BEEN
REQUIRED TO BE DISCLOSED TO ANOTHER PARTY PURSUANT TO THIS AGREEMENT OR THE
EXISTENCE OR OCCURRENCE OF WHICH WOULD CAUSE ANY OF