THEREOF IF ACCESS TO SUCH INFORMATION OR ATTENDANCE AT SUCH MEETING
COULD, IN THE REASONABLE DETERMINATION OF THE CHAIRMAN OR THE APPLICABLE
COMMITTEE CHAIR, ADVERSELY AFFECT THE AVAILABILITY OF ANY ATTORNEY-CLIENT
PRIVILEGE, RESULT IN DISCLOSURE OF TRADE SECRETS OR RESULT IN A CONFLICT OF
INTEREST WITH THE INVESTORS.
THE DESIGNEE MAY AT ANY TIME WAIVE THE RIGHT TO
ATTEND THE MEETINGS AND RECEIVE THE MATERIALS SPECIFIED IN THIS SECTION 4.10.
ARTICLE V.
CONDITIONS PRECEDENT TO CLOSING
5.1
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF AN INVESTOR TO
PURCHASE SECURITIES.
THE OBLIGATION OF EACH INVESTOR TO ACQUIRE SECURITIES AT
THE CLOSING IS SUBJECT TO THE SATISFACTION OR WAIVER BY SUCH INVESTOR, AT OR
BEFORE THE CLOSING, OF EACH OF THE FOLLOWING CONDITIONS:
(A)
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND
WARRANTIES OF THE COMPANY CONTAINED HEREIN SHALL BE TRUE AND CORRECT AS OF THE
DATE WHEN MADE AND AS OF THE CLOSING AS THOUGH MADE ON AND AS OF SUCH DATE;
(B)
PERFORMANCE.
THE COMPANY SHALL HAVE PERFORMED, SATISFIED AND
COMPLIED WITH ALL COVENANTS, AGREEMENTS AND CONDITIONS REQUIRED BY THE
TRANSACTION DOCUMENTS TO BE PERFORMED, SATISFIED OR COMPLIED WITH BY IT AT OR
PRIOR TO THE CLOSING;
20
(C)
OFFICER'S CERTIFICATE.
A CERTIFICATE EXECUTED BY A DULY
AUTHORIZED OFFICER OF THE COMPANY CERTIFYING THAT ALL REPRESENTATIONS AND
WARRANTIES MADE BY THE COMPANY AND INFORMATION FURNISHED BY THE COMPANY IN ANY
SCHEDULES TO THIS AGREEMENT, ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF
THE CLOSING DATE, AND ALL COVENANTS, AGREEMENTS AND OBLIGATIONS REQUIRED BY THIS
AGREEMENT TO BE PERFORMED OR COMPLIED WITH BY THE COMPANY, PRIOR TO OR AT THE
CLOSING, HAVE BEEN PERFORMED OR COMPLIED WITH IN ALL MATERIAL RESPECTS;
(D)
NO INJUNCTION.
NO STATUTE, RULE, REGULATION, EXECUTIVE ORDER,
DECREE, RULING OR INJUNCTION SHALL HAVE BEEN ENACTED, ENTERED, PROMULGATED OR
ENDORSED BY ANY COURT OR GOVERNMENTAL AUTHORITY OF COMPETENT JURISDICTION THAT
PROHIBITS THE CONSUMMATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENTS;
(E)
ADVERSE CHANGES.
SINCE THE DATE OF EXECUTION OF THIS
AGREEMENT, NO EVENT OR SERIES OF EVENTS SHALL HAVE OCCURRED THAT HAS HAD OR
WOULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
(F)
NO SUSPENSIONS OF TRADING IN COMMON STOCK; LISTING.
TRADING
IN THE COMMON STOCK SHALL NOT HAVE BEEN SUSPENDED BY THE COMMISSION OR ANY
TRADING MARKET (EXCEPT FOR ANY SUSPENSIONS OF TRADING OF NOT MORE THAN ONE
TRADING DAY SOLELY TO PERMIT DISSEMINATION OF MATERIAL INFORMATION REGARDING THE
COMPANY) AT ANY TIME SINCE THE DATE OF EXECUTION OF THIS AGREEMENT, AND THE
COMMON STOCK SHALL HAVE BEEN AT ALL TIMES SINCE SUCH DATE LISTED FOR TRADING ON
A TRADING MARKET; AND
(G)
COMPANY DELIVERABLES.
THE COMPANY SHALL HAVE DELIVERED THE
COMPANY DELIVERABLES IN ACCORDANCE WITH SECTION 2.2(A).
5.2
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE COMPANY TO SELL
SECURITIES.
THE OBLIGATION OF THE COMPANY TO SELL SECURITIES AT THE CLOSING IS
SUBJECT TO THE SATISFACTION OR WAIVER BY THE COMPANY, AT OR BEFORE THE CLOSING,
OF EACH OF THE FOLLOWING CONDITIONS: