THE AGREEMENTS,
DOCUMENTS AND INSTRUMENTS CONTEMPLATED HEREBY WHICH ARE REQUIRED TO BE PERFORMED
OR COMPLIED WITH BY IT PRIOR TO OR AT THE DATE OF THE CLOSING, AND THE CHIEF
EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY SHALL HAVE
CERTIFIED TO THE INVESTOR IN WRITING TO SUCH EFFECT AND TO THE FURTHER EFFECT
THAT ALL OF THE CONDITIONS SET FORTH IN THIS ARTICLE 8 HAVE BEEN SATISFIED.
SECTION 8.3
ALL PROCEEDINGS TO BE SATISFACTORY.
ALL CORPORATE AND OTHER
PROCEEDINGS TO BE TAKEN BY THE COMPANY IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY AND ALL DOCUMENTS INCIDENT THERETO SHALL BE REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO THE INVESTOR AND THEIR COUNSEL, AND THE
INVESTOR AND THEIR COUNSEL SHALL HAVE RECEIVED ALL SUCH COUNTERPART ORIGINALS OR
CERTIFIED OR OTHER COPIES OF SUCH DOCUMENTS AS THEY REASONABLY MAY REQUEST.
SECTION 8.4
SUPPORTING DOCUMENTS.
(A)
THE INVESTOR AND THEIR COUNSEL SHALL HAVE RECEIVED COPIES OF THE FOLLOWING
DOCUMENTS:
(I)
A CERTIFICATE OF THE SECRETARY OF STATE OF THE STATE OF
INCORPORATION OF THE COMPANY DATED AS OF A DATE WITHIN THREE DAYS PRIOR TO THE
CLOSING DATE AS TO THE CORPORATE EXISTENCE OF THE COMPANY AND LISTING ALL
DOCUMENTS OF THE COMPANY ON FILE WITH SUCH SECRETARY OF STATE;
(II)
A CERTIFICATE OF THE SECRETARY OF THE COMPANY DATED THE CLOSING
DATE AND CERTIFYING:
(A) THE COMPANY'S AND EACH AFFILIATE'S THEN-CURRENT
CERTIFICATE OF INCORPORATION AND BYLAWS; (B) THAT ATTACHED THERETO IS A TRUE AND
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COMPLETE COPY OF ANY APPLICABLE RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF
THE COMPANY AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND THE TRANSACTION DOCUMENTS, AND THE ISSUANCE, SALE AND DELIVERY OF
THE PURCHASED SECURITIES AND THE CONVERSION SHARES, AND THAT ALL SUCH
RESOLUTIONS ARE IN FULL FORCE AND EFFECT AND ARE ALL THE RESOLUTIONS ADOPTED IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE
TRANSACTION DOCUMENTS; AND (C) TO THE INCUMBENCY AND SPECIMEN SIGNATURE OF EACH
OFFICER OF THE COMPANY AND ITS AFFILIATES EXECUTING THIS AGREEMENT, THE
TRANSACTION DOCUMENTS, AND ANY CERTIFICATE OR INSTRUMENT FURNISHED PURSUANT
HERETO, AND A CERTIFICATION BY ANOTHER OFFICER OF THE COMPANY AS TO THE
INCUMBENCY AND SIGNATURE OF THE OFFICER SIGNING THE CERTIFICATE REFERRED TO IN
THIS SUBSECTION (II); AND
(III)
SUCH ADDITIONAL SUPPORTING DOCUMENTS AND OTHER INFORMATION WITH
RESPECT TO THE OPERATIONS AND AFFAIRS OF THE COMPANY AS ANY INVESTOR OR THE
INVESTOR'S COUNSEL REASONABLY MAY REQUEST.
SECTION 8.5
REQUIRED CONSENTS.
THE COMPANY SHALL HAVE OBTAINED THE WRITTEN
CONSENT OR APPROVAL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
INVESTOR, OF EACH PERSON WHOSE CONSENT OR APPROVAL IS REQUIRED IN CONNECTION
WITH THIS AGREEMENT.
SECTION 8.6
LITIGATION.
NO SUIT, ACTION OR OTHER PROCEEDING SHALL BE PENDING
OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED BY ANY THIRD PARTY OR BY OR
BEFORE ANY COURT OR GOVERNMENTAL AGENCY IN WHICH IT IS SOUGHT TO RESTRAIN OR
PROHIBIT OR TO OBTAIN DAMAGES OR OTHER RELIEF IN CONNECTION WITH THIS AGREEMENT
OR THE CONSUMMATION OF THE