CONCLUSIVELY EVIDENCE THE AGGREGATE PURCHASE
PRICE AND NUMBER OF SHARES FOR PURPOSES OF THIS AGREEMENT, ABSENT MANIFEST
ERROR.
(C)
INSTRUMENTS OF POSSESSION.
AT THE CLOSING,
THE COMPANY SHALL DELIVER TO THE PURCHASER A CERTIFICATE REPRESENTING THE SHARES
(WHICH MAY BEAR THE LEGENDS PROVIDED FOR IN SECTION 5.6) FREE AND CLEAR OF ALL
LIENS.
(D)
PAYMENT OF TRANSFER TAXES.
AT THE CLOSING,
THE COMPANY SHALL DELIVER SUCH EVIDENCE AS MAY BE REASONABLY REQUESTED BY THE
PURCHASER OF FULL PAYMENT OF ANY AND ALL AMOUNTS THAT WILL BECOME DUE AND
PAYABLE UPON CLOSING IN CONNECTION WITH OBTAINING CONSENTS, WAIVERS, AGREEMENTS
AND PERMITS REQUIRED FOR, AND STOCK TRANSFER TAXES AND ANY SALES, USE OR OTHER
TAXES IMPOSED BY REASON OF, THE TRANSFER OF THE SHARES TO THE PURCHASER AND ANY
DEFICIENCY, INTEREST OR PENALTY, AS APPLICABLE, ASSERTED WITH RESPECT THERETO.
(E)
PURCHASE PRICE.
UPON THE TERMS AND SUBJECT
TO THE CONDITIONS CONTAINED HEREIN, AT THE CLOSING, THE PURCHASER SHALL PAY THE
AGGREGATE PURCHASE PRICE TO THE COMPANY BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FUNDS.
2.4
OTHER CLOSING MATTERS.
EACH OF THE PARTIES
SHALL TAKE SUCH OTHER ACTIONS REQUIRED HEREBY TO BE PERFORMED BY IT PRIOR TO OR
ON THE CLOSING DATE, INCLUDING, WITHOUT LIMITATION, SATISFYING THE CONDITIONS
SET FORTH IN ARTICLE VI.
THE COMPANY AND THE PURCHASER SHALL TAKE ALL
ADDITIONAL REASONABLE STEPS AS MAY BE NECESSARY OR DESIRABLE,
7
INCLUDING THE EXECUTION AND DELIVERY OF ADDITIONAL DOCUMENTS, TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, BUT NOT LIMITED TO, TO ENSURE THAT
THE PURCHASER IS GIVEN POSSESSION OF AND GOOD AND MARKETABLE TITLE TO THE
SHARES, FREE AND CLEAR OF ALL LIENS AS OF THE CLOSING DATE.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
CONCERNING THE COMPANY
As an inducement to the Purchaser to enter into this Agreement, the Company
hereby makes as of the date hereof and as of the Closing Date, the following
representations and warranties to the Purchaser.
3.1
ORGANIZATION AND QUALIFICATION.
THE COMPANY AND EACH OF ITS
SUBSIDIARIES IS A DULY ORGANIZED AND VALIDLY EXISTING ENTITY IN GOOD STANDING
(TO THE EXTENT SUCH CONCEPTS ARE RECOGNIZED IN THE APPLICABLE JURISDICTION)
UNDER THE LAWS OF ITS JURISDICTION OF INCORPORATION, WITH ALL CORPORATE POWER
AND AUTHORITY TO OWN ITS PROPERTIES AND CONDUCT ITS BUSINESS AS CURRENTLY
CONDUCTED.
THE COMPANY AND EACH OF ITS SUBSIDIARIES IS DULY QUALIFIED AND IN
GOOD STANDING AS A FOREIGN CORPORATION AUTHORIZED TO DO BUSINESS IN EACH OF THE
JURISDICTIONS IN WHICH THE CHARACTER OF THE PROPERTIES OWNED OR HELD UNDER LEASE
BY IT OR THE NATURE OF THE BUSINESS TRANSACTED BY IT MAKES SUCH QUALIFICATION
NECESSARY AND WHERE THE FAILURE TO BE SO QUALIFIED AND IN GOOD STANDING AS A
FOREIGN CORPORATION AUTHORIZED TO DO BUSINESS WOULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
THE COMPANY HAS HERETOFORE MADE AVAILABLE TO
THE PURCHASER TRUE, CORRECT AND COMPLETE COPIES OF THE CERTIFICATE OF
INCORPORATION AND BYLAWS (OR SIMILAR GOVERNING DOCUMENTS) AS CURRENTLY IN EFFECT
FOR THE COMPANY AND EACH OF ITS MATERIAL SUBSIDIARIES.
NEITHER THE COMPANY