THE BOARD. THE COMPANY SHALL SEEK SHAREHOLDER APPROVAL
UNDER APPLICABLE LAW PRIOR TO THE FIRST CLOSING. SUBJECT TO SUCH SHAREHOLDER
APPROVAL AND EXCEPT AS OTHERWISE SET FORTH ON SCHEDULE 8.14, ALL ACTS REQUIRED
TO BE TAKEN BY THE COMPANY TO AUTHORIZE THE EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE PERFORMANCE OF EACH OF ITS OBLIGATIONS HEREUNDER AND THE
CONSUMMATION OF THE TRANSACTION CONTEMPLATED HEREUNDER HAVE BEEN DULY TAKEN AND
ARE LEGALLY VALID AND IN FULL FORCE AND EFFECT.
8.15.
COMPLIANCE WITH LAWS.
THE COMPANY (I) HAS COMPLIED WITH ALL
DOMESTIC AND FOREIGN LAWS, RULES, REGULATIONS AND ORDERS APPLICABLE TO ITS
BUSINESS AND OPERATIONS AND (II) EXCEPT AS SET FORTH IN THE SCHEDULE 8.15
HERETO, HAS FURTHER COMPLIED WITH ALL LICENSING, PERMITS AND REQUIREMENTS
NECESSARY TO LAWFULLY CONDUCT THE BUSINESS IN WHICH IT IS ENGAGED, IN EACH OF
(I) AND (II) ABOVE WHERE NONCOMPLIANCE WITH WOULD HAVE A MATERIAL ADVERSE
EFFECT.
8.16.
NO INTEGRATED OFFERING.
NEITHER THE COMPANY, NOR ANY PERSON ACTING
ON ITS BEHALF, HAS DIRECTLY OR INDIRECTLY MADE ANY OFFERS OR SALES OF ANY
SECURITY OR SOLICITED ANY OFFERS TO BUY ANY SECURITY UNDER
7
CIRCUMSTANCES THAT WOULD CAUSE THE OFFERING OF THE ACQUIRED SHARES, THE WARRANTS
AND THE WARRANT SHARES PURSUANT TO THIS AGREEMENT TO BE INTEGRATED WITH PRIOR
OFFERINGS BY THE COMPANY FOR PURPOSES OF THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") SUCH THAT WOULD SUBJECT THE OFFERING, ISSUANCE AND SALE
OF THE ACQUIRED SHARES, THE WARRANTS AND THE WARRANT SHARES HEREUNDER TO THE
REGISTRATION REQUIREMENTS OF SECTION 5 OF THE SECURITIES ACT, NOR WILL THE
COMPANY TAKE ANY ACTION OR STEPS THAT WOULD CAUSE THE OFFERING OF THE SECURITIES
TO BE INTEGRATED WITH OTHER OFFERINGS
8.17.
BINDING OBLIGATION.
THIS AGREEMENT, WHEN EXECUTED AND DELIVERED BY
OR ON BEHALF OF THE COMPANY, SHALL, SUBJECT TO THE SHAREHOLDERS' APPROVAL AND
OTHER CONSENTS TO BE OBTAINED BY THE COMPANY ON OR BEFORE THE DATE OF CLOSING
UNDER ANY APPLICABLE LAW, CONSTITUTE THE VALID AND LEGALLY BINDING OBLIGATION OF
THE COMPANY, LEGALLY ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH ITS
TERMS. THERE IS NO CONSENT, APPROVAL, ORDER, LICENSE, PERMIT, ACTION BY, OR
AUTHORIZATION OF, OR FILING WITH ANY GOVERNMENTAL AUTHORITY (INCLUDING ANY
NOTIFICATIONS) OR ANY PERSON THAT IS REQUIRED TO BE OBTAINED OR MADE ON THE
PART OF THE COMPANY PRIOR TO THE CLOSING THAT HAS NOT BEEN, OR WILL NOT HAVE
BEEN, OBTAINED BY THE COMPANY PRIOR TO THE CLOSING IN CONNECTION WITH THE VALID
EXECUTION, DELIVERY, AND PERFORMANCE OF THIS AGREEMENT.
8.18.
BROKERS' OR FINDERS' FEES.
OTHER THAN AS SET FORTH IN
SCHEDULE 8.18 HERETO, NO AGENT, FINDER OR BROKER ACTING ON BEHALF OF OR UNDER
THE AUTHORITY OF THE COMPANY, IS OR WILL BE ENTITLED TO ANY BROKER'S OR FINDER'S
FEE OR ANY OTHER SIMILAR COMMISSION OR FEE IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN THE
EVENT OF ANY BREACH OF THE PROVISIONS OF THIS SECTION, THE COMPANY SHALL FULLY
INDEMNIFY AND COMPENSATE THE INVESTORS FOR