SHALL HAVE BEEN INSTITUTED BY ANY GOVERNMENTAL AUTHORITY,
ENJOINING OR PREVENTING THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY
OR IN THE OTHER TRANSACTION DOCUMENTS.
7.
CONDITIONS TO EACH BUYER'S OBLIGATION TO PURCHASE.
THE OBLIGATION OF EACH BUYER HEREUNDER TO PURCHASE THE COMMON SHARES 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 EACH BUYER'S
SOLE BENEFIT AND MAY BE WAIVED BY SUCH BUYER AT ANY TIME IN ITS SOLE DISCRETION
BY PROVIDING THE COMPANY WITH PRIOR WRITTEN NOTICE THEREOF:
(A)
THE COMPANY SHALL HAVE DULY EXECUTED AND DELIVERED TO SUCH BUYER
(A) EACH OF THE TRANSACTION DOCUMENTS, (B) THE COMMON SHARES IN SUCH NUMBERS AS
IS SET
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FORTH ACROSS FROM SUCH BUYER'S NAME ON THE SCHEDULE OF BUYERS BEING PURCHASED BY
SUCH BUYER AT THE CLOSING PURSUANT TO THIS AGREEMENT.
(B)
SUCH BUYER SHALL HAVE RECEIVED THE OPINION OF HAYNES AND BOONE,
LLP, THE COMPANY'S OUTSIDE COUNSEL, DATED AS OF THE CLOSING DATE, IN A FORM
REASONABLY ACCEPTABLE TO THE BUYERS AND THEIR COUNSEL.
(C)
THE COMPANY SHALL HAVE DELIVERED TO SUCH BUYER A COPY OF THE
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS, IN THE FORM OF EXHIBIT B ATTACHED
HERETO, WHICH INSTRUCTIONS SHALL HAVE BEEN DELIVERED TO AND ACKNOWLEDGED IN
WRITING BY THE COMPANY'S TRANSFER AGENT.
(D)
THE COMPANY SHALL HAVE DELIVERED TO SUCH BUYER A CERTIFICATE,
EXECUTED BY THE SECRETARY OF THE COMPANY AND DATED AS OF THE CLOSING DATE, AS TO
(I) THE RESOLUTIONS CONSISTENT WITH SECTION 3(B) AS ADOPTED BY THE COMPANY'S
BOARD OF DIRECTORS IN A FORM REASONABLY ACCEPTABLE TO SUCH BUYER, (II) THE
CERTIFICATE OF INCORPORATION AND (III) THE BYLAWS, EACH AS IN EFFECT AT THE
CLOSING, IN THE FORM ATTACHED HERETO AS EXHIBIT C.
(E)
THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHALL BE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS (EXCEPT FOR THOSE REPRESENTATIONS AND
WARRANTIES THAT ARE QUALIFIED BY MATERIALITY OR MATERIAL ADVERSE EFFECT, WHICH
SHALL BE TRUE AND CORRECT IN ALL RESPECTS) AS OF THE DATE WHEN MADE AND AS OF
THE CLOSING DATE AS THOUGH MADE AT THAT TIME (EXCEPT FOR REPRESENTATIONS AND
WARRANTIES THAT SPEAK AS OF A SPECIFIC DATE, WHICH SHALL BE TRUE AND CORRECT AS
OF SUCH SPECIFIED DATE) AND THE COMPANY SHALL HAVE PERFORMED, SATISFIED AND
COMPLIED IN ALL MATERIAL RESPECTS WITH THE COVENANTS, AGREEMENTS AND CONDITIONS
REQUIRED BY THE TRANSACTION DOCUMENTS TO BE PERFORMED, SATISFIED OR COMPLIED
WITH BY THE COMPANY AT OR PRIOR TO THE CLOSING DATE.
SUCH BUYER SHALL HAVE
RECEIVED A CERTIFICATE, EXECUTED BY THE CHIEF EXECUTIVE OFFICER OF THE COMPANY,
DATED AS OF THE CLOSING DATE, TO THE FOREGOING EFFECT AND AS TO SUCH OTHER
MATTERS AS MAY BE REASONABLY REQUESTED BY SUCH BUYER IN THE FORM ATTACHED HERETO
AS EXHIBIT D.
(F)
THE COMMON STOCK (I) SHALL BE DESIGNATED FOR QUOTATION OR LISTED
ON THE PRINCIPAL MARKET AND (II) SHALL NOT HAVE BEEN SUSPENDED, AS OF THE
CLOSING DATE, BY THE SEC