STOCK OR SIMILAR
RIGHTS, (H) NOT AGREE OR COMMIT TO DO ANY OF THE FOREGOING REFERRED TO IN
CLAUSES (A) - (G), AND (J) PROMPTLY ADVISE BUYER OF ANY FACT, CONDITION,
OCCURRENCE OR CHANGE KNOWN TO THE INVESTORS OR THE COMPANY THAT WOULD CAUSE OF
BREACH OF THIS SECTION 7.2 OR WOULD HAVE A MATERIAL ADVERSE EFFECT.
7.3.
ACCESS.
FROM AND AFTER THE DATE HEREOF, THE COMPANY SHALL PROVIDE
BUYER WITH
19
SUCH INFORMATION AS BUYER FROM TIME TO TIME REASONABLY MAY REQUEST WITH RESPECT
TO THE COMPANY AND ITS SUBSIDIARIES AND PROVIDE BUYER AND ITS OFFICERS,
CONSULTANTS, EMPLOYEES, COUNSEL, AGENTS AND OTHER REPRESENTATIVES FULL ACCESS
DURING REGULAR BUSINESS HOURS AND UPON REASONABLE NOTICE (BUT IN A MANNER NOT
MATERIALLY DISRUPTIVE TO THE COMPANY'S OPERATIONS) TO THEIR RESPECTIVE
PROPERTIES, BOOKS AND RECORDS AS BUYER FROM TIME TO TIME REASONABLY MAY REQUEST,
SO THAT BUYER MAY HAVE FULL OPPORTUNITY TO MAKE SUCH INVESTIGATION AS IT SHALL
DESIRE TO MAKE OF THE MANAGEMENT, BUSINESS, PROPERTIES, ENVIRONMENTAL AFFAIRS
AND OTHER AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES.
7.4.
DIRECTORS; RESIGNATIONS.
AT THE CLOSING, THE INVESTORS AND THE
COMPANY WILL CAUSE TO BE DELIVERED TO THE COMPANY WRITTEN RESIGNATIONS OF EACH
DIRECTOR OF THE COMPANY OR ITS SUBSIDIARIES IDENTIFIED ON SCHEDULE 7.4 HEREOF.
THE INVESTORS AND THE COMPANY SHALL CAUSE ALL OF THE DIRECTORS OF THE COMPANY
IMMEDIATELY PRIOR TO THE CLOSING TO EXECUTE A UNANIMOUS WRITTEN CONSENT
APPROVING THE ELECTION OF TWO INDIVIDUALS SELECTED BY BUYER AS DIRECTORS OF THE
COMPANY AS OF CLOSING.
7.5.
FULFILLMENT OF AGREEMENTS.
THE STOCKHOLDERS AND THE COMPANY SHALL
USE THEIR REASONABLE BEST EFFORTS TO CAUSE ALL OF THE CONDITIONS TO THE
OBLIGATIONS OF BUYER UNDER ARTICLE VIII OF THIS AGREEMENT TO BE SATISFIED ON OR
PRIOR TO CLOSING.
THE STOCKHOLDERS AND THE COMPANY SHALL PROMPTLY NOTIFY BUYER
OF ANY EVENT OR FACT COMING TO ANY STOCKHOLDER'S OR THE COMPANY'S ATTENTION
PRIOR TO CLOSING WHICH CAUSES ANY OF THE STOCKHOLDERS' OR THE COMPANY'S
REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS CONTAINED UNDER THIS
AGREEMENT THAT ARE QUALIFIED BY MATERIALITY LIMITATIONS TO BE INACCURATE AND
THOSE THAT ARE NOT QUALIFIED BY MATERIALITY LIMITATIONS TO BE INACCURATE IN ANY
MATERIAL RESPECT.
THE STOCKHOLDERS, TO THE EXTENT IT IS WITHIN THEIR CONTROL,
AND THE COMPANY SHALL USE THEIR REASONABLE BEST EFFORTS TO CURE BEFORE THE
CLOSING ANY EVENT, TRANSACTION OR CIRCUMSTANCE OCCURRING AFTER THE DATE OF THIS
AGREEMENT THAT CAUSES OR WILL CAUSE ANY SUCH COVENANT OR AGREEMENT UNDER THIS
AGREEMENT TO BE BREACHED OR THAT RENDERS OR WILL RENDER INACCURATE ANY SUCH
REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT.
NO NOTICE GIVEN
PURSUANT TO THIS SECTION 7.5 SHALL HAVE ANY EFFECT ON (I) THE REPRESENTATIONS,
WARRANTIES, COVENANTS OR AGREEMENTS CONTAINED IN THIS AGREEMENT FOR PURPOSES OF
DETERMINING THE SATISFACTION OF ANY CONDITION CONTAINED HEREIN OR (II) ANY RIGHT
TO INDEMNITY HEREUNDER.
7.6.
INSURANCE.
THE COMPANY AND EACH SUBSIDIARY SHALL MAINTAIN IN FULL
FORCE AND EFFECT THE POLICIES OF INSURANCE HELD BY THE COMPANY OR ANY SUBSIDIARY
AS OF THE DATE HEREOF,