ANY PARTY LISTED ON ANY SCHEDULE DELIVERED BY PGMI, WHOSE CONSENT OR
APPROVAL IS REQUIRED PURSUANT THERETO, SHALL HAVE BEEN OBTAINED.
(E)
FINANCIAL STATEMENTS.
HAPS SHALL HAVE BEEN
FURNISHED WITH AUDITED FINANCIAL STATEMENTS OF PGMI INCLUDING, BUT NOT LIMITED
TO, BALANCE SHEETS, INCOME STATEMENTS, STATEMENTS OF STOCKHOLDERS' EQUITY AND
STATEMENTS OF CASH FLOWS AS AT AND FOR THE FISCAL YEARS ENDED JUNE 30, 2005 AND
2004 EACH PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES,
CONSISTENTLY APPLIED, AND WHICH FAIRLY PRESENT THE FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF PGMI AT THE DATES THEREOF AND FOR THE PERIODS
PRESENTED.
(F)
STATUTORY REQUIREMENTS. ALL STATUTORY
REQUIREMENTS FOR THE VALID CONSUMMATION BY PGMI OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT SHALL HAVE BEEN FULFILLED.
(G)
GOVERNMENTAL APPROVAL.
ALL AUTHORIZATIONS,
CONSENTS, APPROVALS, PERMITS AND ORDERS OF ALL FEDERAL AND STATE GOVERNMENTAL
AGENCIES REQUIRED TO BE OBTAINED BY PGMI FOR CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT SHALL HAVE BEEN OBTAINED.
(H)
CHANGES IN FINANCIAL CONDITION OF PGMI.
THERE SHALL NOT HAVE OCCURRED ANY MATERIAL ADVERSE CHANGE IN THE FINANCIAL
CONDITION OR IN THE OPERATIONS OF THE BUSINESS OF PGMI, EXCEPT EXPENDITURES IN
FURTHERANCE OF THIS AGREEMENT.
(I)
ABSENCE OF PENDING LITIGATION.
PGMI IS
NOT ENGAGED IN OR THREATENED WITH ANY SUIT, ACTION, OR LEGAL, ADMINISTRATIVE OR
OTHER PROCEEDINGS OR GOVERNMENTAL INVESTIGATIONS PERTAINING TO THIS AGREEMENT OR
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.
(J)
SHAREHOLDER APPROVAL.
THE PGMI
SHAREHOLDERS SHALL HAVE APPROVED THIS AGREEMENT AND PLAN OF REORGANIZATION.
ARTICLE 8
MATTERS SUBSEQUENT TO CLOSING
8.01
COVENANT OF FURTHER ASSURANCE.
THE PARTIES
COVENANT AND AGREE THAT THEY SHALL, FROM TIME TO TIME, EXECUTE AND DELIVER OR
CAUSE TO BE EXECUTED AND DELIVERED ALL SUCH FURTHER INSTRUMENTS OF CONVEYANCE,
TRANSFER, ASSIGNMENTS, RECEIPTS AND OTHER INSTRUMENTS, AND SHALL TAKE OR CAUSE
TO BE TAKEN SUCH FURTHER OR OTHER ACTIONS AS THE OTHER PARTY OR PARTIES TO THIS
AGREEMENT MAY REASONABLY DEEM NECESSARY IN ORDER TO CARRY OUT THE PURPOSES AND
INTENT OF THIS AGREEMENT.
17
ARTICLE 9
NATURE OF REPRESENTATIONS
9.01
ALL STATEMENTS CONTAINED IN ANY WRITTEN
CERTIFICATE, SCHEDULE, EXHIBIT OR OTHER WRITTEN INSTRUMENT DELIVERED BY HAPS OR
PGMI PURSUANT HERETO, OR OTHERWISE ADOPTED BY HAPS, BY ITS WRITTEN APPROVAL, OR
BY PGMI BY ITS WRITTEN APPROVAL, OR IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY, SHALL BE DEEMED REPRESENTATIONS AND WARRANTIES BY HAPS OR
PGMI AS THE CASE MAY BE.
ALL REPRESENTATIONS, WARRANTIES AND AGREEMENTS MADE BY
EITHER PARTY SHALL SURVIVE FOR THE PERIOD OF THE APPLICABLE STATUTE OF
LIMITATIONS.
ARTICLE 10
TERMINATION OF AGREEMENT AND
ABANDONMENT OF REORGANIZATION
10.01
TERMINATION.
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, THIS
AGREEMENT AND ANY AGREEMENT EXECUTED AS REQUIRED HEREUNDER AND THE ACQUISITION
CONTEMPLATED HEREBY MAY BE TERMINATED AT ANY TIME BEFORE THE CLOSING AS FOLLOWS:
(A)
BY MUTUAL WRITTEN CONSENT OF THE BOARDS OF
DIRECTORS OF HAPS AND PGMI.
(B)
BY THE BOARD OF DIRECTORS OF HAPS IF ANY OF
THE CONDITIONS SET FORTH IN SECTION 7.02 SHALL NOT HAVE BEEN SATISFIED BY THE
CLOSING DATE.
(C)