THERE ARE NO AGREEMENTS OR OTHER RIGHTS OR ARRANGEMENTS EXISTING
WHICH PROVIDE FOR THE SALE OR ISSUANCE OF CAPITAL STOCK BY PGMI. THERE ARE NO
RIGHTS, SUBSCRIPTIONS, WARRANTS, OPTIONS, CONVERSION RIGHTS OR OTHER AGREEMENTS
OF ANY KIND OUTSTANDING TO PURCHASE OR OTHERWISE ACQUIRE FROM PGMI ANY SHARES OF
CAPITAL STOCK OR OTHER SECURITIES OF PGMI.
THERE ARE NO AGREEMENTS OR OTHER
OBLIGATIONS (CONTINGENT OR OTHERWISE) WHICH MAY REQUIRE PGMI TO REPURCHASE OR
OTHERWISE ACQUIRE ANY SHARES OF ITS CAPITAL STOCK.
PGMI DOES NOT OWN, AND IS
NOT A PARTY TO A CONTRACT TO ACQUIRE, ANY EQUITY SECURITIES OR OTHER SECURITIES
OF ANY ENTITY OR DIRECTOR OR INDIRECT EQUITY OR OWNERSHIP INTEREST IN ANY OTHER
ENTITY. PGMI IS NOT A PARTY TO, AND THERE DO NOT EXIST ANY VOTING TRUSTS,
PROXIES, OR OTHER CONTRACTS WITH RESPECT TO THE VOTING OF SHARES OF CAPITAL
STOCK OF PGMI.
4.05
AUTHORITY. THE EXECUTION AND DELIVERY OF THIS
AGREEMENT AND CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN HAVE BEEN
DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION, INCLUDING BUT NOT LIMITED TO
DULY AND VALIDLY AUTHORIZED ACTION AND APPROVAL BY THE BOARD OF DIRECTORS, ON
THE PART OF PGMI.
THIS AGREEMENT CONSTITUTES THE VALID AND BINDING OBLIGATION
OF PGMI, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, SUBJECT TO THE
PRINCIPLES OF EQUITY APPLICABLE TO THE AVAILABILITY OF THE REMEDY OF SPECIFIC
PERFORMANCE.
THIS AGREEMENT HAS BEEN DULY EXECUTED BY PGMI AND THE EXECUTION
AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT SHALL NOT RESULT IN ANY BREACH OF ANY TERMS OR
PROVISIONS OF PGMI'S ARTICLES OF INCORPORATION OR BYLAWS OR OF ANY OTHER
AGREEMENT, COURT ORDER OR INSTRUMENT TO WHICH PGMI IS A PARTY OR BOUND.
4.06
ABSENCE OF UNDISCLOSED LIABILITIES.
PGMI HAS NO
MATERIAL LIABILITIES OF ANY NATURE, WHETHER FIXED, ABSOLUTE, CONTINGENT OR
ACCRUED, WHICH WERE NOT REFLECTED ON THE FINANCIAL STATEMENTS SET FORTH IN
SCHEDULE AA OR OTHERWISE DISCLOSED IN THIS AGREEMENT OR ANY OF THE SCHEDULES OR
EXHIBITS ATTACHED HERETO.
10
4.07
ABSENCE OF CHANGES.
SINCE THE DATE OF THE MOST
RECENT FINANCIAL STATEMENTS, THERE HAS NOT BEEN ANY MATERIAL ADVERSE CHANGE IN
THE CONDITION (FINANCIAL OR OTHERWISE), ASSETS, LIABILITIES, EARNINGS OR
BUSINESS OF PGMI, EXCEPT FOR CHANGES RESULTING FROM COMPLETION OF THOSE
TRANSACTIONS DESCRIBED IN SECTION 5.02.
4.08
BOOKS AND RECORDS.
THE BOOKS OF ACCOUNT, MINUTE
BOOKS, STOCK RECORD BOOKS, AND OTHER RECORDS OF PGMI, COMPLETE COPIES OF WHICH
HAVE BEEN MADE AVAILABLE TO HAPS, HAVE BEEN PROPERLY KEPT AND CONTAIN NO
INACCURACIES EXCEPT FOR INACCURACIES THAT WOULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL EFFECT ON HAPS OR PGMI.
4.09
LEGAL PROCEEDINGS, ETC.
THERE ARE NO CIVIL,
CRIMINAL, ADMINISTRATIVE, ARBITRATION OR OTHER SUCH PROCEEDINGS OR
INVESTIGATIONS PENDING OR, TO THE KNOWLEDGE OF PGMI, THREATENED, IN WHICH,
INDIVIDUALLY OR IN THE AGGREGATE, AN ADVERSE DETERMINATION WOULD MATERIALLY AND
ADVERSELY AFFECT THE ASSETS, PROPERTIES, BUSINESS OR INCOME OF PGMI.
PGMI HAS
SUBSTANTIALLY COMPLIED WITH, AND IS NOT IN DEFAULT