ARISE PRIOR TO THE CLOSING, PROVIDED, HOWEVER, THE
FOREGOING SHALL NOT RELEASE ANY OBLIGATIONS OF PARENT SET FORTH IN THIS
AGREEMENT OR THE ESCROW AGREEMENT.
5.13
NO SECURITIES TRANSACTIONS.
NEITHER THE COMPANY NOR ANY OF ITS
AFFILIATES, DIRECTLY OR INDIRECTLY, SHALL ENGAGE IN ANY TRANSACTIONS INVOLVING
THE SECURITIES OF PARENT PRIOR TO THE TIME OF THE MAKING OF A PUBLIC
ANNOUNCEMENT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
THE COMPANY
SHALL USE ITS BEST EFFORTS TO REQUIRE EACH OF ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, REPRESENTATIVES AND STOCKHOLDERS TO COMPLY WITH THE FOREGOING
REQUIREMENT.
5.14
[RESERVED]
5.15
NO CLAIM AGAINST TRUST FUND; SOLE REMEDY FOR TERMINATION OF
AGREEMENT.
THE COMPANY ACKNOWLEDGES THAT, IF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT ARE NOT CONSUMMATED BY PARENT BY DECEMBER 29, 2006 (SUBJECT TO A
SIX-MONTH EXTENSION IN CERTAIN CIRCUMSTANCES), PARENT WILL BE OBLIGATED TO
RETURN TO ITS STOCKHOLDERS THE AMOUNTS BEING HELD IN THE TRUST FUND.
ACCORDINGLY, THE SOLE REMEDY FOR ANY CLAIM BY THE COMPANY AGAINST PARENT OR THE
MERGER SUB, OR PARENT OR MERGER SUB AGAINST THE COMPANY, FOR ANY MONETARY CLAIMS
OR OTHERWISE, FOR ANY REASON WHATSOEVER, INCLUDING BUT NOT LIMITED TO A BREACH
OF THIS AGREEMENT BY
42
ANY PARTY OR ANY NEGOTIATIONS, AGREEMENTS OR UNDERSTANDINGS IN CONNECTION
HEREWITH (OTHER THAN AS A RESULT OF THE MERGER, PURSUANT TO WHICH THE COMPANY
AND ITS STOCKHOLDERS WILL HAVE THE RIGHT TO RECOVER THE TOTAL MERGER
CONSIDERATION FROM MONIES IN THE TRUST FUND, FROM THE ESCROW CASH OR OTHERWISE)
SHALL BE AS SET FORTH IN SECTION 8.2.
5.16
DISCLOSURE OF CERTAIN MATTERS.
EACH OF PARENT AND THE COMPANY WILL
PROVIDE THE OTHER WITH PROMPT WRITTEN NOTICE OF ANY EVENT, DEVELOPMENT OR
CONDITION THAT (A) WOULD CAUSE ANY OF SUCH PARTY'S REPRESENTATIONS AND
WARRANTIES TO BECOME UNTRUE OR MISLEADING OR WHICH MAY AFFECT ITS ABILITY TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (B) HAD IT EXISTED
OR BEEN KNOWN ON THE DATE HEREOF WOULD HAVE BEEN REQUIRED TO BE DISCLOSED UNDER
THIS AGREEMENT, (C) GIVES SUCH PARTY ANY REASON TO BELIEVE THAT ANY OF THE
CONDITIONS SET FORTH IN ARTICLE VI WILL NOT BE SATISFIED, (D) IS OF A NATURE
THAT IS OR MAY BE MATERIALLY ADVERSE TO THE OPERATIONS, PROSPECTS OR CONDITION
(FINANCIAL OR OTHERWISE) OF PARENT OR THE COMPANY, OR (E) WOULD REQUIRE ANY
AMENDMENT OR SUPPLEMENT TO THE PROXY STATEMENT.
THE PARTIES SHALL HAVE THE
RIGHT AND OBLIGATION TO SUPPLEMENT OR AMEND THE COMPANY SCHEDULE AND PARENT
SCHEDULE (THE "DISCLOSURE SCHEDULES") BEING DELIVERED PURSUANT TO THIS AGREEMENT
WITH RESPECT TO ANY MATTER ARISING OR DISCOVERED AFTER DELIVERY THEREOF WHICH,
IF EXISTING OR KNOWN AT THE DATE OF THIS AGREEMENT, WOULD HAVE BEEN REQUIRED TO
BE SET FORTH OR DESCRIBED IN THE DISCLOSURE SCHEDULES.
THE OBLIGATIONS OF THE
PARTIES TO AMEND OR SUPPLEMENT THE DISCLOSURE SCHEDULES BEING DELIVERED HEREWITH
SHALL TERMINATE ON THE CLOSING DATE.
NOTWITHSTANDING ANY SUCH AMENDMENT OR
SUPPLEMENTATION, FOR PURPOSES OF SECTIONS 2.2(A) AND 2.3(A), AND 3.1(C), THE
REPRESENTATIONS AND WARRANTIES OF THE PARTIES SHALL BE