ANTI-TAKEOVER LAW DOES NOT AND WILL NOT APPLY TO
THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
4.16.
INSURANCE.
THE COMPANY AND EACH SUBSIDIARY IS INSURED BY INSURERS
OF RECOGNIZED FINANCIAL RESPONSIBILITY AGAINST SUCH LOSSES AND RISKS AND IN SUCH
AMOUNTS AS ARE CUSTOMARY IN THE BUSINESSES AND LOCATIONS IN WHICH THE COMPANY
AND EACH SUBSIDIARY IS ENGAGED.
4.17.
REGULATORY PERMITS.
THE COMPANY AND EACH SUBSIDIARY POSSESSES ALL
CERTIFICATES, AUTHORIZATIONS AND PERMITS ISSUED BY THE APPROPRIATE REGULATORY
AUTHORITIES NECESSARY TO CONDUCT THEIR RESPECTIVE BUSINESSES AS PRESENTLY
CONDUCTED ("MATERIAL PERMITS"), EXCEPT WHERE THE FAILURE TO POSSESS SUCH PERMITS
WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE OR WOULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, AND NEITHER THE COMPANY NOR ANY
SUBSIDIARY HAS RECEIVED ANY WRITTEN NOTICE OF PROCEEDINGS RELATING TO THE
REVOCATION OR MODIFICATION OF ANY MATERIAL PERMIT.
4.18.
ENVIRONMENTAL LAWS.
THE COMPANY AND EACH SUBSIDIARY (A) IS IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ANY AND ALL ENVIRONMENTAL LAWS (AS
HEREINAFTER DEFINED); (B) HAS RECEIVED ALL PERMITS, LICENSES OR OTHER APPROVALS
REQUIRED OF THEM UNDER APPLICABLE ENVIRONMENTAL LAWS TO CONDUCT THEIR RESPECTIVE
BUSINESSES; AND (C) IS IN COMPLIANCE WITH ALL TERMS AND CONDITIONS OF ANY SUCH
PERMIT, LICENSE OR APPROVAL, EXCEPT WHERE THE FAILURE TO SO COMPLY WOULD NOT BE
REASONABLY EXPECTED TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL
ADVERSE EFFECT.
THE TERM "ENVIRONMENTAL LAWS" MEANS ALL APPLICABLE LAWS
RELATING TO POLLUTION OR PROTECTION OF HUMAN HEALTH OR THE ENVIRONMENT
(INCLUDING, WITHOUT LIMITATION, AMBIENT AIR, SURFACE WATER, GROUNDWATER, LAND
SURFACE OR SUBSURFACE STRATA), INCLUDING, WITHOUT LIMITATION, LAWS RELATING TO
EMISSIONS, DISCHARGES, RELEASES OR THREATENED RELEASES OF CHEMICALS, POLLUTANTS,
CONTAMINANTS, OR TOXIC OR HAZARDOUS SUBSTANCES OR WASTES (COLLECTIVELY,
"HAZARDOUS MATERIALS") INTO THE ENVIRONMENT, OR OTHERWISE RELATING TO THE
MANUFACTURE, PROCESSING,
11
DISTRIBUTION, USE, TREATMENT, STORAGE, DISPOSAL, TRANSPORT OR HANDLING OF
HAZARDOUS MATERIALS, AS WELL AS ALL AUTHORIZATIONS, CODES, DECREES, DEMANDS OR
DEMAND LETTERS, INJUNCTIONS, JUDGMENTS, LICENSES, NOTICES OR NOTICE LETTERS,
ORDERS, PERMITS, PLANS OR REGULATIONS ISSUED, ENTERED, PROMULGATED OR APPROVED
THEREUNDER.
4.19.
INVESTMENT COMPANY.
THE COMPANY IS NOT, AND IS NOT AN AFFILIATE
OF, AND IMMEDIATELY AFTER RECEIPT OF PAYMENT FOR THE SHARES WILL NOT BE OR BE AN
AFFILIATE OF, AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED.
4.20.
OFFERING OF SECURITIES.
NEITHER THE COMPANY NOR ANY PERSON ACTING
ON ITS BEHALF HAS TAKEN ANY ACTION (INCLUDING ANY OFFERING OF ANY OF THE SHARES
TO BE ISSUED PURSUANT TO THIS AGREEMENT UNDER THE SECURITIES ACT AND THE
RULES AND REGULATIONS OF THE SEC THEREUNDER) WHICH MIGHT SUBJECT THE OFFERING,
ISSUANCE OR SALE OF ANY OF THE SHARES TO THE PURCHASERS PURSUANT TO THIS
AGREEMENT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
5.
CONDITIONS OF PARTIES' OBLIGATIONS.
5.1.
CONDITIONS OF THE PURCHASERS' OBLIGATIONS.
THE OBLIGATIONS OF
EACH OF THE PURCHASERS UNDER SECTION 1 HEREOF ARE SUBJECT TO THE FULFILLMENT
PRIOR TO OR ON THE CLOSING DATE (AND EACH ADDITIONAL CLOSING DATE IF ANY
ADDITIONAL SHARES