TO
ITS DISCLOSURE;
(III)
BECOMES AVAILABLE TO SUCH PARTY ON A NON-CONFIDENTIAL BASIS FROM
A SOURCE OTHER THAN THE OTHER PARTY OR ITS AGENTS, ADVISORS OR REPRESENTATIVES;
(IV)
DEVELOPED BY SUCH PARTY INDEPENDENTLY OF ANY DISCLOSURE BY THE
OTHER PARTY; OR
(V)
IS DISCLOSED IN COMPLIANCE WITH SECTION 6.01(C).
This provision shall not prohibit the disclosure of information required to be
made under federal or state securities laws. If any disclosure is so required,
the party making such disclosure shall consult with the other party prior to
making such disclosure, and the parties shall use all reasonable efforts, acting
in good faith, to agree upon a text for such disclosure which is satisfactory to
both parties.
6.02
HAPS AND PGMI EACH AGREE THAT MONEY DAMAGES WOULD
NOT BE SUFFICIENT TO REMEDY ANY BREACH BY THE OTHER PARTY OF THIS SECTION, AND
THAT, IN ADDITION TO ALL OTHER REMEDIES, EACH PARTY AGAINST WHICH A BREACH OF
THIS SECTION HAS BEEN COMMITTED SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND
INJUNCTIVE OR OTHER EQUITABLE RELIEF AS A REMEDY OF SUCH BREACH.
ARTICLE 7
CONDITIONS TO CLOSING
7.01
CONDITIONS TO OBLIGATIONS OF PGMI. THE OBLIGATION OF PGMI TO
PERFORM THIS AGREEMENT IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING
CONDITIONS ON OR BEFORE THE CLOSING UNLESS WAIVED IN WRITING BY PGMI.
(A)
REPRESENTATIONS AND WARRANTIES.
THERE
SHALL BE NO INFORMATION DISCLOSED IN THE SCHEDULES DELIVERED BY HAPS, WHICH IN
THE OPINION OF PGMI, WOULD MATERIALLY ADVERSELY AFFECT THE PROPOSED TRANSACTION
AND INTENT OF THE PARTIES AS SET FORTH IN THIS AGREEMENT.
THE REPRESENTATIONS
AND WARRANTIES OF HAPS SET FORTH IN ARTICLE 3 HEREOF SHALL BE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS AS OF THE DATE OF THIS AGREEMENT AND AS OF THE CLOSING
AS THOUGH MADE ON AND AS OF THE CLOSING, EXCEPT AS OTHERWISE PERMITTED BY THIS
AGREEMENT.
(B)
PERFORMANCE OF OBLIGATIONS.
HAPS SHALL HAVE
IN ALL MATERIAL RESPECTS PERFORMED ALL AGREEMENTS REQUIRED TO BE PERFORMED BY IT
UNDER THIS AGREEMENT AND SHALL HAVE PERFORMED IN ALL MATERIAL RESPECTS ANY
ACTIONS CONTEMPLATED BY THIS AGREEMENT PRIOR TO OR ON THE CLOSING AND HAPS SHALL
HAVE COMPLIED IN ALL MATERIAL RESPECTS WITH THE COURSE OF CONDUCT REQUIRED BY
THIS AGREEMENT.
15
(C)
CORPORATE ACTION.
HAPS SHALL HAVE
FURNISHED MINUTES, CERTIFIED COPIES OF CORPORATE RESOLUTIONS AND/OR OTHER
DOCUMENTARY EVIDENCE SATISFACTORY TO COUNSEL FOR PGMI THAT HAPS HAS SUBMITTED
WITH THIS AGREEMENT AND ANY OTHER DOCUMENTS REQUIRED HEREBY TO SUCH PARTIES FOR
APPROVAL AS PROVIDED BY APPLICABLE LAW.
(D)
CONSENTS.
EXECUTION OF THIS AGREEMENT BY
THE SHAREHOLDERS OF PGMI AND ANY CONSENTS NECESSARY FOR OR APPROVAL OF ANY PARTY
LISTED ON ANY SCHEDULE DELIVERED BY HAPS WHOSE CONSENT OR APPROVAL IS REQUIRED
PURSUANT THERETO SHALL HAVE BEEN OBTAINED.
(E)
STATUTORY REQUIREMENTS.
ALL STATUTORY
REQUIREMENTS FOR THE VALID CONSUMMATION BY HAPS OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT SHALL HAVE BEEN FULFILLED.
(F)
GOVERNMENTAL APPROVAL.
ALL
AUTHORIZATIONS, CONSENTS, APPROVALS, PERMITS AND ORDERS OF ALL FEDERAL AND STATE
GOVERNMENTAL AGENCIES REQUIRED TO BE OBTAINED BY HAPS