FULL PRIOR TO
CLOSING.
PRIOR TO CLOSING, THE COMPANY SHALL HAVE REPAID THE AMOUNT OF THE
COMPANY'S DEBT TO ITS OFFICERS, WHICH AMOUNT EQUALS APPROXIMATELY $238,000.
5.7
AUDITED FINANCIAL STATEMENTS.
ON OR PRIOR
TO THE LATER OF (I) THE CLOSING DATE AND (II) THE DATE NINETY (90) DAYS AFTER
THE DATE OF THIS AGREEMENT, MAJORITY OWNERS SHALL DELIVER TO BUYER,
(A) CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF PARENT AND (B) AUDITED
FINANCIAL STATEMENTS OF THE COMPANY, EACH OF WHICH SHALL COVER THE NINE MONTH
PERIOD ENDED MARCH 31, 2008 (COLLECTIVELY THE "POST-EXECUTION AUDITED FINANCIAL
STATEMENTS"). ALL EXPENSES OF ANY AND ALL AUDITS OF PARENT'S AND THE COMPANY'S
FINANCIAL STATEMENTS AS DESCRIBED ABOVE SHALL BE BORNE BY THE COMPANY.
MAJORITY
OWNERS SHALL SEEK AND OBTAIN THE CONSENT OF THE COMPANY'S AUDITORS TO THE
INCLUSION OF ALL CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF PARENT, TOGETHER
WITH THE AUDITORS' REPORTS THEREON, IN ANY AND ALL REPORTS FILED BY EMRISE WITH
THE SECURITIES AND EXCHANGE COMMISSION.
5.8
NO NEGOTIATION.
NEITHER SELLERS, PARENT,
THE COMPANY NOR ANY OF THEIR RESPECTIVE AFFILIATES, REPRESENTATIVES, OFFICERS,
EMPLOYEES, DIRECTORS OR AGENTS SHALL, DIRECTLY OR INDIRECTLY, (I) SOLICIT,
INITIATE OR ENCOURAGE THE SUBMISSION OF ANY PROPOSAL OR OFFER (AN "ACQUISITION
PROPOSAL") FROM ANY PERSON (INCLUDING ANY OF THEIR OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES) RELATING TO ANY LIQUIDATION,
DISSOLUTION, RECAPITALIZATION OF, OR ACQUISITION OR PURCHASE OF, ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF, OR ANY AMOUNT OF CAPITAL EQUITY OF, PARENT
OR THE COMPANY OR RELATING TO ANY OTHER SIMILAR TRANSACTION OR COMBINATION
INVOLVING PARENT OR THE COMPANY, (B) PARTICIPATE IN ANY DISCUSSIONS OR
NEGOTIATIONS REGARDING, OR FURNISH TO ANY OTHER PERSON ANY INFORMATION WITH
RESPECT TO, ANY OF THE FOREGOING, OR (C) OTHERWISE ENTER INTO AN AGREEMENT WITH
ANY OTHER PERSON TO DO OR SEEK TO DO ANY OF THE FOREGOING.
IN FURTHERANCE OF
THE FORGOING, SELLERS, PARENT THE COMPANY AND THEIR RESPECTIVE AFFILIATES,
REPRESENTATIVES, OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS SHALL IMMEDIATELY
CEASE, AND CAUSE THEIR DIRECTORS AND OFFICERS TO CEASE, AND CAUSE TO BE
TERMINATED, ANY AND ALL DISCUSSIONS AND NEGOTIATIONS WITH THIRD PARTIES (OTHER
THAN BUYER AND ITS REPRESENTATIVES) REGARDING ANY ACQUISITION PROPOSAL OTHER
THAN THE TRANSACTION PROPOSED IN THIS AGREEMENT OR ANY SIMILAR TRANSACTION WITH
BUYER.
MAJORITY OWNERS WILL NOTIFY THE BUYER IMMEDIATELY IF ANY PERSON MAKES
ANY PROPOSAL, OFFER, INQUIRY, OR CONTACT WITH RESPECT TO ANY OF THE FOREGOING.
5.9
COMMERCIALLY REASONABLE EFFORTS.
BETWEEN
THE DATE OF THIS AGREEMENT AND THE CLOSING DATE, MAJORITY OWNERS, PARENT AND THE
COMPANY WILL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE CONDITIONS IN
ARTICLES VII AND VIII TO BE SATISFIED.
ARTICLE VI
COVENANTS OF BUYER PRIOR TO CLOSING DATE
6.1
REQUIRED APPROVALS.
AS PROMPTLY AS
PRACTICABLE AFTER THE DATE OF THIS AGREEMENT, BUYER WILL, AND WILL CAUSE EACH OF
ITS RELATED PERSONS TO, MAKE ALL FILINGS REQUIRED BY LEGAL REQUIREMENTS TO BE
MADE BY THEM TO CONSUMMATE THE CONTEMPLATED TRANSACTIONS.
BETWEEN THE DATE OF
THIS AGREEMENT AND THE CLOSING DATE, BUYER WILL, AND WILL CAUSE EACH RELATED
PERSON TO,