IT AND ITS REPRESENTATIVES HAVE DESIRED OR REQUESTED TO REVIEW, AND THAT IT AND
ITS REPRESENTATIVES HAVE HAD FULL OPPORTUNITY TO MEET WITH THE MANAGEMENT OF THE
COMPANY AND TO DISCUSS THE BUSINESS AND ASSETS OF THE COMPANY.
(B)
EACH OF EGI-TRB AND GUARANTOR ACKNOWLEDGES THAT NEITHER THE
COMPANY NOR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE
COMPANY FURNISHED OR MADE AVAILABLE TO EGI-TRB, GUARANTOR OR THEIR
REPRESENTATIVES EXCEPT AS EXPRESSLY SET FORTH IN OR INCORPORATED BY REFERENCE
INTO ARTICLE III, AND NEITHER THE COMPANY NOR ANY OTHER PERSON SHALL BE SUBJECT
TO ANY LIABILITY TO EGI-TRB OR ANY OTHER PERSON RESULTING FROM THE COMPANY'S
MAKING AVAILABLE TO EGI-TRB OR EGI-TRB'S USE OF SUCH INFORMATION.
9
SECTION 4.7
ABSENCE OF ARRANGEMENTS WITH MANAGEMENT.
OTHER THAN
THIS AGREEMENT, THE MERGER AGREEMENT, THE OTHER EGI-TRB TRANSACTION DOCUMENTS
AND THE AGREEMENTS CONTEMPLATED HEREBY AND THEREBY, AS OF THE DATE HEREOF, THERE
ARE NO CONTRACTS, UNDERTAKINGS, COMMITMENTS, AGREEMENTS OR OBLIGATIONS BETWEEN
EGI-TRB OR GUARANTOR OR ANY OF THEIR AFFILIATES, ON THE ONE HAND, AND ANY MEMBER
OF THE COMPANY'S MANAGEMENT OR BOARD OF DIRECTORS, ON THE OTHER HAND, RELATING
TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE MERGER AGREEMENT AND THE
OTHER EGI-TRB TRANSACTION DOCUMENTS AFTER THE EFFECTIVE TIME.
SECTION 4.8
AVAILABLE FUNDS.
EGI-TRB OR GUARANTOR HAS AVAILABLE, OR
WILL HAVE AVAILABLE, (A) AT THE FIRST CLOSING, ALL FUNDS NECESSARY FOR THE
PAYMENT OF THE PURCHASED SHARES PURCHASE PRICE AND THE EXCHANGEABLE NOTE
PURCHASE PRICE, (B) AT THE SECOND CLOSING, ALL FUNDS NECESSARY FOR THE PAYMENT
OF THE NOTE PURCHASE PRICE AND THE WARRANTS PURCHASE PRICE, AND (C) FUNDS THAT
ARE OTHERWISE SUFFICIENT FOR THE SATISFACTION OF ALL OF EGI-TRB'S AND
GUARANTOR'S OBLIGATIONS UNDER THIS AGREEMENT.
SECTION 4.9
FCC MATTERS.
EACH OF EGI-TRB AND GUARANTOR IS LEGALLY,
FINANCIALLY AND OTHERWISE QUALIFIED TO ACQUIRE CONTROL OF THE COMPANY UNDER THE
COMMUNICATIONS ACT AND THE FCC RULES, AND IS LEGALLY, FINANCIALLY AND OTHERWISE
QUALIFIED UNDER THE COMMUNICATIONS ACT AND THE FCC RULES TO ACQUIRE AND HOLD ITS
INTEREST IN SURVIVING CORPORATION AND, THROUGH ITS INTEREST IN SURVIVING
CORPORATION, AN INDIRECT INTEREST IN THE COMPANY FCC LICENSES AS PROPOSED IN AND
PURSUANT TO THE TERMS OF THIS AGREEMENT.
THIS REPRESENTATION SHALL NOT BE
DEEMED AN ACKNOWLEDGMENT THAT EGI-TRB OR GUARANTOR WILL ACQUIRE CONTROL OF THE
COMPANY OR THE SURVIVING CORPORATION BY VIRTUE OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT.
ARTICLE V
COVENANTS AND AGREEMENTS
SECTION 5.1
AGREEMENT TO VOTE.
EGI-TRB IRREVOCABLY AND
UNCONDITIONALLY HEREBY AGREES THAT FROM AND AFTER THE DATE HEREOF UNTIL THE
EARLIER OF (A) THE CONSUMMATION OF THE MERGER AND (B) ANY DATE OF TERMINATION OF
THE MERGER AGREEMENT IN ACCORDANCE WITH ITS TERMS (THE "EXPIRATION TIME"), AT
ANY MEETING (WHETHER ANNUAL OR SPECIAL AND EACH ADJOURNED OR POSTPONED MEETING)
OF THE COMPANY'S SHAREHOLDERS, HOWEVER CALLED, OR IN CONNECTION WITH ANY WRITTEN
CONSENT OF THE COMPANY'S SHAREHOLDERS, EGI-TRB WILL (I) APPEAR AT SUCH MEETING
OR OTHERWISE CAUSE