13.
CONDITIONS TO CLOSING.
THE
OBLIGATION OF EACH SHAREHOLDER TO SELL SUCH SHAREHOLDER'S SHARES TO PARENT OR
PURCHASER HEREUNDER IS SUBJECT TO THE CONDITION THAT NO PRELIMINARY OR PERMANENT
INJUNCTION OR OTHER ORDER BY ANY COURT OF COMPETENT JURISDICTION PROHIBITING OR
OTHERWISE RESTRAINING SUCH SALE OR ACQUISITION IS IN EFFECT.
SECTION 14.
CLOSING.
AT ANY CLOSING WITH
RESPECT TO SHARES BENEFICIALLY OWNED BY A SHAREHOLDER, (I) SUCH SHAREHOLDER WILL
DELIVER TO PARENT OR PURCHASER, AS THE CASE MAY BE, A CERTIFICATE OR
CERTIFICATES IN DEFINITIVE FORM REPRESENTING THE NUMBER OF THE SHARES SPECIFIED
BY PARENT OR PURCHASER, AS THE CASE MAY BE, IN ITS EXERCISE NOTICE, SUCH
CERTIFICATE TO BE REGISTERED IN THE NAME OF PARENT OR PURCHASER, AS THE CASE MAY
BE, AND (II) PARENT OR PURCHASER, AS THE CASE MAY BE, WILL DELIVER TO THE
SHAREHOLDER THE AGGREGATE EXERCISE PRICE (AND IF A SPECIFIED SHAREHOLDER, LESS
ANY INCENTIVE PAYMENTS OWED BY SUCH SPECIFIED SHAREHOLDER IN ACCORDANCE WITH
SECTION 19(B) HEREOF) FOR THE SHARES SO SPECIFIED AND BEING PURCHASED BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS.
SUCH SHAREHOLDER WILL PAY ALL
SHAREHOLDER'S EXPENSES, AND ANY AND ALL UNITED STATES FEDERAL, STATE AND LOCAL
TRANSFER TAXES AND OTHER SIMILAR CHARGES THAT MAY BE PAYABLE IN CONNECTION WITH
THE PREPARATION, ISSUE AND DELIVERY OF STOCK CERTIFICATES UNDER THIS SECTION 14
IN THE NAME OF PARENT OR PURCHASER, AS THE CASE MAY BE.
AT THE CLOSING, EACH
SHAREHOLDER SHALL DELIVER TO PARENT OR PURCHASER, AS THE CASE MAY BE, GOOD TITLE
TO ALL OF THE SECURITIES BENEFICIALLY OWNED BY IT, FREE AND CLEAR OF ANY LIENS.
SECTION 15.
NO IMPAIRMENT.
THE COMPANY
WILL NOT TAKE ANY ACTION THAT WILL IN ANY WAY DESTROY OR MATERIALLY DIMINISH OR
IMPAIR THE RIGHTS AND PREFERENCES ATTRIBUTABLE TO THE SHARES (INCLUDING THE
VOTING RIGHTS AND POWER, ECONOMIC RIGHTS AND THE PERCENTAGE OWNERSHIP INTEREST
REPRESENTED BY THE SHARES) PURCHASED PURSUANT TO OR SUBJECT TO THE PURCHASE
OPTION, INCLUDING, WITHOUT LIMITATION, ISSUANCE OF ADDITIONAL CAPITAL STOCK OF
THE COMPANY OR SECURITIES CONVERTIBLE, EXERCISABLE OR REPRESENTING A RIGHT TO
SUCH CAPITAL STOCK, AMENDING THE ARTICLES OF INCORPORATION OR BYLAWS OF THE
COMPANY, DECLARING A STOCK DIVIDEND, DECLARING A STOCK SPLIT, RECAPITALIZING THE
COMPANY, RECLASSIFYING THE CAPITAL STOCK OF THE COMPANY, REORGANIZING THE
COMPANY, OR COMBINING OR EXCHANGING SHARES OF CAPITAL STOCK OR OTHER SECURITIES
OF THE COMPANY.
SECTION 16.
NO INCONSISTENT AGREEMENTS.
NO
SHAREHOLDER SHALL ENTER INTO ANY AGREEMENT OR UNDERSTANDING WITH ANY PERSON OR
ENTITY THE EFFECT OF WHICH WOULD BE INCONSISTENT OR VIOLATIVE OF THE PROVISIONS
OF THIS AGREEMENT.
SECTION 17.
TERMINATION.
SUBJECT TO
SECTION 26(A), THIS AGREEMENT WILL TERMINATE (A) UPON THE EARLIER TO OCCUR OF
(I) THE TERMINATION OF THE PURCHASE OPTION PURSUANT TO CLAUSE (I) OF SECTION 12,
(II) 90 DAYS AFTER THE FINAL CLOSING, EXCEPT FOR SECTIONS 12, 18 AND 19 HEREOF,
WHICH WILL ONLY TERMINATE, IF AT ALL, AS AND WHEN PROVIDED THEREIN, OR (III) THE
TERMINATION OF THE MERGER AGREEMENT OR (B) BY THE MUTUAL CONSENT OF EACH
SHAREHOLDER AS TO