ON THE SAME BASIS AS ALL
OTHER NON-EMPLOYEE DIRECTORS OF THE COMPANY, (B) GRANTED EQUITY-BASED
COMPENSATION AND OTHER BENEFITS ON THE SAME BASIS AS ALL OTHER NON-EMPLOYEE
DIRECTORS OF THE COMPANY, AND (III) ENTITLED TO THE SAME RIGHTS OF
INDEMNIFICATION AND DIRECTORS' AND OFFICERS' LIABILITY INSURANCE COVERAGE AS THE
OTHER NON-EMPLOYEE DIRECTORS OF THE COMPANY AS SUCH RIGHTS MAY EXIST FROM TIME
TO TIME.
(M)
CLOSING DOCUMENTS. PROMPTLY FOLLOWING THE CLOSING DATE, THE
COMPANY AGREES TO DELIVER, OR CAUSE TO BE DELIVERED, TO THE BUYER AND OLSHAN
FROME WOLOSKY LLP A COMPLETE CLOSING SET OF THE EXECUTED TRANSACTION DOCUMENTS
AND THE CLOSING DELIVERABLES PURSUANT TO SECTION 7.
26
5.
TRANSFER AGENT INSTRUCTIONS.
(A)
TRANSFER AGENT INSTRUCTIONS. IF THE BUYER EFFECTS A SALE,
ASSIGNMENT OR TRANSFER OF ANY COMMON SHARES IN ACCORDANCE WITH SECTION 2(F), THE
COMPANY SHALL, UPON RECEIPT OF A REPRESENTATION LETTER IN FORM REASONABLY
ACCEPTABLE TO THE COMPANY AND SUCH OTHER DOCUMENTATION OF SUCH SALE AS THE
COMPANY SHALL REASONABLY REQUIRE, PERMIT THE TRANSFER AND SHALL PROMPTLY
INSTRUCT ITS TRANSFER AGENT TO ISSUE ONE OR MORE CERTIFICATES OR CREDIT SHARES
TO THE APPLICABLE BALANCE ACCOUNTS AT DTC IN SUCH NAME AND IN SUCH DENOMINATIONS
AS SPECIFIED BY THE BUYER TO EFFECT SUCH SALE, TRANSFER OR ASSIGNMENT. IN THE
EVENT THAT SUCH SALE, ASSIGNMENT OR TRANSFER INVOLVES COMMON SHARES SOLD,
ASSIGNED OR TRANSFERRED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
PURSUANT TO RULE 144 TO A PERSON OTHER THAN AN AFFILIATE OF THE COMPANY AND THE
COMMON SHARES ARE TO BE CERTIFICATED, THE TRANSFER AGENT SHALL ISSUE SUCH COMMON
SHARES TO THE BUYER, ASSIGNEE OR TRANSFEREE, AS THE CASE MAY BE, WITHOUT ANY
RESTRICTIVE LEGEND.
THE COMPANY ACKNOWLEDGES THAT A BREACH BY IT OF ITS
OBLIGATIONS HEREUNDER WILL CAUSE IRREPARABLE HARM TO THE BUYER. ACCORDINGLY, THE
COMPANY ACKNOWLEDGES THAT THE REMEDY AT LAW FOR A BREACH OF ITS OBLIGATIONS
UNDER THIS SECTION 5(A) WILL BE INADEQUATE AND AGREES, IN THE EVENT OF A BREACH
OR THREATENED BREACH BY THE COMPANY OF THE PROVISIONS OF THIS SECTION 5(A), THAT
THE BUYER SHALL BE ENTITLED, IN ADDITION TO ALL OTHER AVAILABLE REMEDIES, TO AN
ORDER AND/OR INJUNCTION RESTRAINING ANY SUCH BREACH OR THREATENED BREACH AND
REQUIRING IMMEDIATE ISSUANCE AND TRANSFER, WITHOUT THE NECESSITY OF SHOWING
ECONOMIC LOSS AND WITHOUT ANY BOND OR OTHER SECURITY BEING REQUIRED.
6.
CONDITIONS TO THE COMPANY'S OBLIGATION TO CONSUMMATE THE
CLOSING.
The obligation of the Company hereunder to effect the transactions to be
consummated at the Closing is subject to the satisfaction, at or before the
Closing Date, of each of the following conditions, provided that these
conditions are for the Company's sole benefit and may be waived (to the extent
legally permissible) by the Company at any time in its sole discretion by
providing the Buyer with prior written notice thereof:
(A)
THE BUYER SHALL HAVE DULY EXECUTED EACH OF THE TRANSACTION
DOCUMENTS TO WHICH IT IS A PARTY AND DELIVERED THE SAME TO THE COMPANY.
(B)
THE BUYER SHALL HAVE DELIVERED TO THE