WITH THE COVENANTS, AGREEMENTS AND CONDITIONS REQUIRED
BY THIS AGREEMENT PRIOR TO THE DATE OF CLOSING.
(B)
QUALIFICATIONS.
ALL AUTHORIZATIONS, APPROVALS OR PERMITS, IF ANY,
OF ANY GOVERNMENTAL ENTITY THAT ARE REQUIRED IN CONNECTION WITH THE LAWFUL
ISSUANCE AND SALE OF THE PURCHASE SHARES PURSUANT TO THIS AGREEMENT SHALL BE
DULY OBTAINED AND EFFECTIVE AS OF THE CLOSING.
(C)
PAYMENT.
EACH PURCHASER SHALL HAVE PAID THE PURCHASE PRICE TO THE
COMPANY AS SET FORTH IN THE SECTION 2.3(A).
(D)
STOCKHOLDERS RIGHTS AGREEMENT.
THE STOCKHOLDERS RIGHTS AGREEMENT
SHALL REMAIN IN FULL FORCE AND EFFECT.
6.
Miscellaneous Provisions.
6.1
Public Statements or Releases.
None of the parties to this
Agreement shall make, issue, or release any announcement, whether to the public
generally, or to any of its suppliers or customers, with respect to this
Agreement or the transactions provided for herein, or make any statement or
acknowledgment of the existence of, or reveal the status of, this Agreement or
the transactions provided for herein, without the prior consent of the other
parties, which shall not be unreasonably withheld or delayed, provided, that
nothing in this Section 6.1 shall prevent any of the parties hereto from making
such public announcements as it may consider necessary in order to satisfy any
Legal Requirements applicable to it, but to the extent not inconsistent with
such Legal Requirements, it shall provide the other parties with an opportunity
to review and comment on any proposed public announcement before it is made.
Notwithstanding the foregoing, prior written consent of the other parties will
not be required for the Company to issue press releases or make governmental
filings relating to the sale and issuance of the Purchase Shares pursuant to
this Agreement and the Company hereby agrees to make public announcement of such
sale and issuance upon the signing of this Agreement.
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6.2
Further Assurances; Exclusivity and Superior Offer; Covenants.
(A)
FURTHER ASSURANCES.
EACH PARTY AGREES TO ACT IN GOOD FAITH AND
USE COMMERCIALLY REASONABLE EFFORTS TO COOPERATE FULLY WITH THE OTHER PARTIES
AND TO EXECUTE SUCH FURTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS AND TO GIVE
SUCH FURTHER WRITTEN ASSURANCES, AS MAY BE REASONABLY REQUESTED BY THE OTHER
PARTIES TO BETTER EVIDENCE AND REFLECT THE TRANSACTIONS DESCRIBED HEREIN AND
CONTEMPLATED HEREBY, AND TO CARRY INTO EFFECT THE INTENTS AND PURPOSES OF THIS
AGREEMENT.
(B)
EXCLUSIVITY AND SUPERIOR OFFER.
(I)
EXCLUSIVITY. FROM THE DATE HEREOF UNTIL THE CLOSING, AND UNLESS THIS
AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 6.14, THE COMPANY, ITS
SUBSIDIARIES AND THEIR RESPECTIVE DIRECTORS, OFFICERS AND REPRESENTATIVES SHALL
NOT, DIRECTLY OR INDIRECTLY, ENTER INTO, OR COMMENCE, ANY DISCUSSIONS WITH ANY
THIRD PARTY FOR THE SALE AND ISSUE OF A MATERIAL NUMBER OF SHARES OF COMMON
STOCK OR A MATERIAL PORTION OF THE BUSINESS OF THE COMPANY.
NOTHING IN THIS
AGREEMENT SHALL PROHIBIT THE COMPANY FROM ISSUING A "STOP-LOOK-LISTEN"
COMMUNICATION PURSUANT TO RULE 14D-9(F) PROMULGATED UNDER THE UNITED STATES
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), OR TAKING AND
DISCLOSING TO ITS STOCKHOLDERS A