WILL SELL ANY
SHARES HELD BY IT IN COMPLIANCE WITH APPLICABLE PROSPECTUS DELIVERY
REQUIREMENTS, IF ANY, OR OTHERWISE IN COMPLIANCE WITH THE REQUIREMENTS FOR AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER.
NO PURCHASER WILL MAKE ANY SALE, TRANSFER
OR OTHER DISPOSITION OF THE SHARES IN VIOLATION OF FEDERAL OR STATE SECURITIES
LAWS.
SECTION 4.6
PLEDGE OF SHARES.
THE COMPANY ACKNOWLEDGES AND AGREES
THAT THE SHARES MAY BE PLEDGED BY A PURCHASER IN CONNECTION WITH A BONA FIDE
MARGIN AGREEMENT OR OTHER LOAN OR FINANCING ARRANGEMENT THAT IS SECURED BY THE
SHARES.
THE PLEDGE OF SHARES SHALL NOT BE DEEMED TO BE A TRANSFER, SALE OR
ASSIGNMENT OF THE SHARES HEREUNDER, AND NO PURCHASERS
10
EFFECTING A PLEDGE OF THE SHARES SHALL BE REQUIRED TO PROVIDE THE COMPANY WITH
ANY NOTICE THEREOF OR OTHERWISE MAKE ANY DELIVERY TO THE COMPANY PURSUANT TO
THIS AGREEMENT; PROVIDED THAT A PURCHASER AND ITS PLEDGEE SHALL COMPLY WITH THE
PROVISIONS OF THIS AGREEMENT IN ORDER TO EFFECT A SALE, TRANSFER, OR ASSIGNMENT
OF ANY SUCH SHARES TO SUCH PLEDGEE.
AT THE EXPENSE OF THE PURCHASER PLEDGING
SUCH SHARES, THE COMPANY HEREBY AGREES TO EXECUTE AND DELIVER SUCH DOCUMENTATION
AS PLEDGEE OF THE SHARES MAY REASONABLY REQUEST IN CONNECTION WITH A PLEDGE OF
THE SHARES TO SUCH PLEDGEE BY A PURCHASER.
ARTICLE V
CONDITIONS TO CLOSING
SECTION 5.1
CONDITIONS TO OBLIGATIONS OF THE COMPANY.
THE
COMPANY'S OBLIGATION TO COMPLETE THE PURCHASE AND SALE OF THE SHARES AND DELIVER
SUCH STOCK CERTIFICATE(S) TO EACH PURCHASER IS SUBJECT TO THE FULFILLMENT OR
WAIVER AS OF THE CLOSING DATE OF THE FOLLOWING CONDITIONS:
(A)
RECEIPT OF FUNDS.
THE COMPANY SHALL HAVE RECEIVED IMMEDIATELY
AVAILABLE FUNDS IN THE FULL AMOUNT OF THE PURCHASE PRICE FOR THE SHARES BEING
PURCHASED HEREUNDER AS SET FORTH OPPOSITE SUCH PURCHASER'S NAME ON EXHIBIT A
HERETO.
(B)
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND
WARRANTIES MADE BY EACH PURCHASER IN ARTICLE 3 THAT ARE QUALIFIED BY MATERIALITY
SHALL BE TRUE AND CORRECT IN ALL RESPECTS AS OF THE CLOSING DATE AS IF THEY HAD
BEEN MADE ON AND AS OF SUCH DATE AND THE REPRESENTATIONS AND WARRANTIES MADE BY
EACH PURCHASER IN ARTICLE 3 THAT ARE NOT SO QUALIFIED SHALL BE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS AS IF THEY HAD BEEN MADE ON AND AS OF SUCH DATE, EXCEPT
THAT THE ACCURACY OF REPRESENTATIONS AND WARRANTIES THAT BY THEIR TERMS SPEAK AS
OF A SPECIFIED DATE WILL BE DETERMINED AS OF SUCH DATE.
(C)
COVENANTS.
ALL COVENANTS, AGREEMENTS AND CONDITIONS CONTAINED IN
THIS AGREEMENT TO BE PERFORMED BY THE PURCHASERS ON OR PRIOR TO THE CLOSING DATE
SHALL HAVE BEEN PERFORMED OR COMPLIED WITH IN ALL MATERIAL RESPECTS.
(D)
BLUE SKY.
THE COMPANY SHALL HAVE OBTAINED ALL NECESSARY BLUE SKY
LAW PERMITS AND QUALIFICATIONS, OR SECURED EXEMPTIONS THEREFROM, REQUIRED BY ANY
STATE FOR THE OFFER AND SALE OF THE SHARES.
(E)
ABSENCE OF LITIGATION.
NO PROCEEDING CHALLENGING THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR