EXECUTION, DELIVERY AND PERFORMANCE BY EACH
PURCHASER OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS TO WHICH IT IS A PARTY
OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY EACH
PURCHASER DO NOT AND WILL NOT (A) VIOLATE, CONFLICT WITH OR RESULT IN THE BREACH
OF ANY PROVISION OF THE CERTIFICATE OF INCORPORATION OR BYLAWS (OR COMPARABLE
CONSTITUTIVE DOCUMENTS) OF SUCH PURCHASER, (B) CONFLICT WITH OR VIOLATE IN ANY
MATERIAL RESPECT ANY LAW OR GOVERNMENTAL ORDER APPLICABLE TO SUCH PURCHASER OR
ITS ASSETS, PROPERTIES OR BUSINESSES, (C) CONFLICT WITH, RESULT IN ANY MATERIAL
BREACH OF, CONSTITUTE A MATERIAL DEFAULT (OR EVENT WHICH WITH THE GIVING OF
NOTICE OR LAPSE OF TIME, OR BOTH, WOULD BECOME A MATERIAL DEFAULT) UNDER,
REQUIRE ANY CONSENT UNDER, OR GIVE TO OTHERS ANY RIGHTS OF TERMINATION,
AMENDMENT, ACCELERATION OR CANCELLATION OR INCREASED, ADDITIONAL OR ACCELERATED
OR GUARANTEED RIGHTS OR ENTITLEMENTS OF ANY PERSON UNDER, ANY CONTRACT TO WHICH
SUCH PURCHASER IS A PARTY OR (D) RESULT IN THE CREATION OF ANY ENCUMBRANCE UPON
THE BUSINESS, PROPERTIES OR ASSETS OF SUCH PURCHASER EXCEPT, IN THE CASE OF EACH
OF CLAUSES (B), (C) AND (D), AS WOULD NOT REASONABLY BE EXPECTED TO MATERIALLY
AND ADVERSELY AFFECT THE ABILITY OF SUCH PURCHASER TO CARRY OUT ITS OBLIGATIONS
UNDER, AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY, THIS AGREEMENT AND
THE ANCILLARY AGREEMENTS TO WHICH IT IS A PARTY.
SECTION 4.03.
GOVERNMENTAL CONSENTS AND APPROVALS.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY EACH PURCHASER OF THIS AGREEMENT AND EACH ANCILLARY AGREEMENT TO
WHICH IT IS A PARTY DO NOT AND WILL NOT REQUIRE ANY CONSENT, APPROVAL,
AUTHORIZATION OR OTHER ORDER OF, ACTION BY, FILING WITH OR NOTIFICATION TO, ANY
GOVERNMENTAL AUTHORITY, EXCEPT (A) THE NOTIFICATION AND WAITING PERIOD
REQUIREMENTS OF THE HSR ACT, (B) THE POST-CLOSING NOTIFICATION REQUIREMENTS OF
THE INVESTMENT CANADA ACT AND (C) WHERE FAILURE TO OBTAIN SUCH CONSENT,
APPROVAL, AUTHORIZATION OR ACTION, OR TO MAKE SUCH FILING OR NOTIFICATION, WOULD
NOT PREVENT THE CONSUMMATION BY SUCH PURCHASER OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT AND THE ANCILLARY AGREEMENTS.
SECTION 4.04.
LITIGATION.
AS OF THE DATE HEREOF, NO MATERIAL ACTION BY OR
AGAINST EITHER PURCHASER IS PENDING OR, TO THE KNOWLEDGE OF THE PURCHASERS,
THREATENED, WHICH WOULD AFFECT THE LEGALITY, VALIDITY OR ENFORCEABILITY OF THIS
AGREEMENT, ANY ANCILLARY AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.
48
SECTION 4.05.
BROKERS.
NO BROKER, FINDER OR INVESTMENT BANKER OR SIMILAR AGENT
IS ENTITLED TO ANY BROKERAGE, INVESTMENT BANKING, CONSULTING OR FINDER'S OR
OTHER FEE OR COMMISSION IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT BASED UPON ARRANGEMENTS MADE BY OR ON BEHALF OF THE PURCHASERS.
SECTION 4.06.
INVESTMENT INTENTION.
THE PURCHASERS ARE ACQUIRING THE SHARES
FOR THEIR OWN ACCOUNT, FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE
DISTRIBUTION (AS SUCH TERM IS USED IN SECTION 2(11) OF THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT")) THEREOF.
THE PURCHASERS UNDERSTAND
THAT THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES