HAVE DELIVERED TO SUCH BUYER A CERTIFIED COPY
OF THE CERTIFICATE OF INCORPORATION AS CERTIFIED BY THE SECRETARY OF STATE OF
THE STATE OF DELAWARE WITHIN FIVE (5) DAYS OF THE CLOSING DATE.
(G)
THE COMPANY SHALL HAVE DELIVERED TO SUCH BUYER A CERTIFICATE IN
THE FORM ATTACHED HERETO AS EXHIBIT G, EXECUTED BY AN EXECUTIVE OFFICER OF THE
COMPANY AND DATED AS OF THE CLOSING DATE, AS TO (I) THE RESOLUTIONS CONSISTENT
WITH SECTION 3(B) AS ADOPTED BY THE COMPANY'S BOARD OF DIRECTORS IN A FORM
REASONABLY ACCEPTABLE TO SUCH BUYER (THE "RESOLUTIONS"), (II) THE CERTIFICATE OF
INCORPORATION AND (III) THE BYLAWS, EACH AS IN EFFECT AT THE CLOSING.
(H)
THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHALL BE TRUE
AND CORRECT AS OF THE DATE WHEN MADE AND AS OF THE CLOSING DATE AS THOUGH MADE
AT THAT TIME (EXCEPT FOR REPRESENTATIONS AND WARRANTIES THAT SPEAK AS OF A
SPECIFIC DATE) AND THE COMPANY SHALL HAVE PERFORMED, SATISFIED AND COMPLIED IN
ALL MATERIAL RESPECTS (EXCEPT FOR COVENANTS, AGREEMENTS AND CONDITIONS THAT ARE
QUALIFIED BY MATERIALITY, WHICH SHALL BE COMPLIED WITH IN ALL RESPECTS) WITH THE
COVENANTS, AGREEMENTS AND CONDITIONS REQUIRED BY THE TRANSACTION DOCUMENTS TO BE
PERFORMED, SATISFIED OR COMPLIED WITH BY THE COMPANY AT OR PRIOR TO THE CLOSING
DATE.
SUCH BUYER SHALL HAVE RECEIVED A CERTIFICATE, EXECUTED BY THE CHIEF
EXECUTIVE OFFICER OF THE COMPANY, DATED AS OF THE CLOSING DATE, TO THE FOREGOING
EFFECT AND AS TO SUCH OTHER MATTERS AS MAY BE REASONABLY REQUESTED BY SUCH BUYER
IN THE FORM ATTACHED HERETO AS EXHIBIT H.
23
(I)
THE COMPANY SHALL HAVE DELIVERED TO SUCH BUYER A LETTER FROM THE
COMPANY'S TRANSFER AGENT CERTIFYING THE NUMBER OF SHARES OF COMMON STOCK
OUTSTANDING AS OF A DATE WITHIN FIVE (5) DAYS OF THE CLOSING DATE.
(J)
[RESERVED.]
(K)
[RESERVED.]
(L)
THE COMPANY SHALL HAVE OBTAINED ALL GOVERNMENTAL, REGULATORY OR
THIRD PARTY CONSENTS AND APPROVALS, IF ANY, NECESSARY FOR THE SALE OF THE
SECURITIES.
(M)
SUCH BUYER SHALL HAVE COMPLETED ITS LEGAL AND BUSINESS DUE
DILIGENCE REVIEW OF THE ASSETS, PROPERTIES AND BUSINESSES OF THE COMPANY AND ITS
SUBSIDIARIES, AND HAS SATISFIED ITSELF OF THE RESULTS THEREOF.
(N)
THE COMPANY SHALL HAVE DELIVERED TO SUCH BUYER SUCH OTHER
DOCUMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AS SUCH
BUYER OR ITS COUNSEL MAY REASONABLY REQUEST.
(O)
THE COMPANY SHALL PROVIDE THE BUYERS WITH EVIDENCE REASONABLY
SATISFACTORY TO THE BUYERS THAT IT IS IN GOOD STANDING IN DELAWARE.
(P)
THE COMPANY SHALL PROVIDE THE BUYERS WITH A LETTER FROM PROHA IN
THE FORM OF EXHIBIT I ATTACHED HERETO.
8.
[RESERVED.]
9.
MISCELLANEOUS.
(A)
GOVERNING LAW; JURISDICTION; JURY TRIAL.
ALL QUESTIONS CONCERNING
THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT
SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
STATE OF NEW YORK OR ANY OTHER JURISDICTIONS) THAT WOULD CAUSE THE APPLICATION
OF THE