A REFERENCE TO A STATUTORY PROVISION
INCLUDES A REFERENCE TO THE STATUTORY PROVISION AS MODIFIED OR RE-ENACTED OR
BOTH FROM TIME TO TIME BEFORE THE DATE OF THIS AGREEMENT AND ANY SUBORDINATE
LEGISLATION MADE UNDER THE STATUTORY PROVISION (AS SO MODIFIED OR RE-ENACTED)
BEFORE THE DATE OF THIS AGREEMENT;
(B)
FOR THE PURPOSES OF THIS AGREEMENT,
(I) WORDS (INCLUDING CAPITALIZED TERMS DEFINED HEREIN OR IN ANNEX I) IN THE
SINGULAR SHALL BE HELD TO INCLUDE THE PLURAL AND VICE VERSA AND WORDS (INCLUDING
CAPITALIZED TERMS DEFINED HEREIN OR IN ANNEX I) OF ONE GENDER SHALL BE HELD TO
INCLUDE THE OTHER GENDER AS THE CONTEXT REQUIRES; (II) THE TERMS "HEREOF,"
"HEREIN" AND "HEREWITH" AND WORDS OF SIMILAR IMPORT SHALL, UNLESS OTHERWISE
STATED, BE CONSTRUED TO REFER TO THIS AGREEMENT AS A WHOLE (INCLUDING ALL
EXHIBITS, SCHEDULES AND ANNEXES) AND NOT TO ANY PARTICULAR PROVISION OF THIS
AGREEMENT, AND ARTICLE, SECTION, PARAGRAPH, SCHEDULE, ANNEX AND
EXHIBIT REFERENCES ARE TO THE ARTICLES, SECTIONS, PARAGRAPHS, SCHEDULES, ANNEXES
AND EXHIBITS TO THIS AGREEMENT, UNLESS OTHERWISE SPECIFIED; (III) THE WORDS
"INCLUDING" AND "SUCH AS" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS
AGREEMENT SHALL MEAN "INCLUDING, WITHOUT LIMITATION"; (IV) ALL REFERENCES TO ANY
PERIOD OF DAYS SHALL BE DEEMED TO BE TO THE RELEVANT NUMBER OF CALENDAR DAYS,
UNLESS OTHERWISE SPECIFIED; (V) THE WORD "EXTENT" IN THE PHRASE "TO THE EXTENT"
SHALL MEAN THE DEGREE TO WHICH A SUBJECT OR OTHER THING EXTENDS, AND SUCH PHRASE
SHALL NOT MEAN SIMPLY "IF"; (VI) ALL REFERENCES HEREIN TO "$" OR DOLLARS SHALL
REFER TO UNITED STATES DOLLARS, UNLESS OTHERWISE SPECIFIED; (VII) THE PHRASE
"DATE HEREOF" OR "DATE OF THIS AGREEMENT" SHALL BE DEEMED TO REFER TO JULY 1,
2008; AND (VIII) UNLESS OTHERWISE INDICATED, WHENEVER USED IN THIS AGREEMENT,
ANY NOUN OR PRONOUN SHALL BE DEEMED TO INCLUDE THE PLURAL AS WELL AS THE
SINGULAR AND TO COVER ALL GENDERS.
(C)
THE PARTIES HEREBY ACKNOWLEDGE THAT EACH
PARTY AND ITS COUNSEL HAVE REVIEWED AND REVISED THIS AGREEMENT AND THAT NO
RULE OF CONSTRUCTION TO THE EFFECT THAT ANY AMBIGUITIES ARE TO BE RESOLVED
AGAINST THE DRAFTING PARTY SHALL BE EMPLOYED IN THE INTERPRETATION OF THIS
AGREEMENT (INCLUDING ALL OF THE EXHIBITS) OR ANY AMENDMENTS HERETO OR THERETO.
(D)
THE TABLE OF CONTENTS AND ARTICLE AND
SECTION HEADINGS CONTAINED IN THIS AGREEMENT ARE INSERTED FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT AFFECT THE MEANING OR INTERPRETATION OF THIS
AGREEMENT.
3
ARTICLE II
SALE AND PURCHASE
Section 2.1
Sale and Purchase.
At the Closing, the Shareholders
shall sell, convey, transfer and deliver to the Buyers, and the Buyers shall
purchase from the Shareholders, the Purchased Shares with good title and free
and clear of any Encumbrance.
The Sellers shall deliver the certificates
representing the Purchased Shares, duly endorsed, sufficient in form and
substance to convey to the Buyers good title to all of the Purchased Shares,
free and clear of all Encumbrances, as well as the Shareholder's Registry Book
of each of the Acquired Companies, with