SATISFACTION OF
VARIOUS CONDITIONS, AND THAT, IF APPLICABLE, RULE 144 MAY AFFORD THE BASIS FOR
SALES ONLY IN LIMITED AMOUNTS.
4.5
NO CONFLICT.
THE EXECUTION AND DELIVERY OF THE TRANSACTION DOCUMENTS BY
THE PURCHASER AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY WILL NOT CONFLICT WITH OR RESULT IN ANY VIOLATION OF OR DEFAULT BY THE
PURCHASER (WITH OR WITHOUT NOTICE OR LAPSE OF TIME, OR BOTH) UNDER, OR GIVE RISE
TO A RIGHT OF TERMINATION, CANCELLATION OR ACCELERATION OF ANY OBLIGATION OR TO
A LOSS OF A MATERIAL BENEFIT UNDER (I) ANY PROVISION OF THE ORGANIZATIONAL
DOCUMENTS OF THE PURCHASER OR (II) ANY AGREEMENT OR INSTRUMENT, PERMIT,
FRANCHISE, LICENSE, JUDGMENT, ORDER, STATUTE, LAW, ORDINANCE, RULE OR
REGULATIONS, APPLICABLE TO THE PURCHASER OR ITS RESPECTIVE PROPERTIES OR ASSETS.
4.6
BROKERS.
THE PURCHASER HAS NOT RETAINED, UTILIZED OR BEEN REPRESENTED BY
ANY BROKER OR FINDER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
4.7
NO OWNERSHIP.
IMMEDIATELY PRIOR TO THE ISSUANCE OF THE SHARES HEREUNDER,
EXCEPT AS SET FORTH ON SCHEDULE 4.7 HEREOF, NEITHER THE PURCHASER NOR ANY OF ITS
AFFILIATES BENEFICIALLY OWNED ANY VOTING SECURITIES OF THE COMPANY.
5.
CONDITIONS PRECEDENT.
5.1
CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CONSUMMATE THE SECOND
CLOSING.
THE OBLIGATION OF THE PURCHASER TO CONSUMMATE THE SECOND CLOSING AND
TO PURCHASE AND PAY FOR THE SECOND CLOSING SHARES BEING PURCHASED BY IT PURSUANT
TO THIS AGREEMENT IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING CONDITIONS
PRECEDENT:
(A)
THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN OF THE COMPANY SHALL
BE TRUE AND CORRECT ON AND AS OF THE SECOND CLOSING DATE IN ALL MATERIAL
RESPECTS WITH THE SAME FORCE AND EFFECT AS THOUGH MADE ON AND AS OF THE SECOND
CLOSING DATE.
(B)
THE COMPANY SHALL HAVE PERFORMED IN ALL MATERIAL RESPECTS ALL OBLIGATIONS
AND CONDITIONS HEREIN REQUIRED TO BE PERFORMED OR OBSERVED BY THE COMPANY ON OR
PRIOR TO THE SECOND CLOSING DATE.
8
(C)
NO PROCEEDING CHALLENGING THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY, OR SEEKING TO PROHIBIT, ALTER, PREVENT OR MATERIALLY DELAY THE SECOND
CLOSING, SHALL HAVE BEEN INSTITUTED BEFORE ANY COURT, ARBITRATOR OR GOVERNMENTAL
BODY, AGENCY OR OFFICIAL AND SHALL BE PENDING.
(D)
THE ISSUANCE OF THE SECOND CLOSING SHARES TO THE PURCHASER SHALL NOT BE
PROHIBITED BY ANY LAW OR GOVERNMENTAL ORDER OR REGULATION.
ALL NECESSARY
CONSENTS, APPROVALS, LICENSES, PERMITS, ORDERS AND AUTHORIZATIONS OF, OR
REGISTRATIONS, DECLARATIONS AND FILINGS WITH, ANY GOVERNMENTAL OR ADMINISTRATIVE
AGENCY OR OF ANY OTHER PERSON WITH RESPECT TO ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL HAVE BEEN DULY OBTAINED OR MADE AND SHALL BE IN FULL
FORCE AND EFFECT.
(E)
ALL INSTRUMENTS AND CORPORATE PROCEEDINGS IN CONNECTION WITH THE
TRANSACTIONS SPECIFICALLY CONTEMPLATED BY THIS AGREEMENT TO BE CONSUMMATED AT
THE SECOND CLOSING SHALL BE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE
PURCHASER, AND THE PURCHASER SHALL HAVE RECEIVED COPIES (EXECUTED OR CERTIFIED,
AS MAY BE APPROPRIATE) OF ALL DOCUMENTS WHICH THE PURCHASER MAY HAVE REASONABLY
REQUESTED IN CONNECTION WITH SUCH TRANSACTIONS.