FOR CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL HAVE BEEN OBTAINED.
(G)
MARKET CONDITION.
UP TO AND INCLUDING THE
CLOSING DATE, HAPS SHALL HAVE MAINTAINED ITS LISTING ON THE OTC BULLETIN BOARD,
WITHOUT ANY TRADING AND QUOTATION HALTS OR OTHER NOTICES OF DEFICIENCY RECEIVED
BY OR IMPOSED AGAINST HAPS.
(H)
CHANGES IN FINANCIAL CONDITION OF HAPS.
THERE SHALL NOT HAVE OCCURRED ANY MATERIAL ADVERSE CHANGE IN THE FINANCIAL
CONDITION OR IN THE OPERATIONS OF THE BUSINESS OF HAPS, EXCEPT EXPENDITURES IN
FURTHERANCE OF THIS AGREEMENT.
(I)
ABSENCE OF PENDING LITIGATION.
HAPS IS
NOT ENGAGED IN OR THREATENED WITH ANY SUIT, ACTION, OR LEGAL, ADMINISTRATIVE OR
OTHER PROCEEDINGS OR GOVERNMENTAL INVESTIGATIONS PERTAINING TO THIS AGREEMENT OR
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.
(J)
AUTHORIZATION FOR ISSUANCE OF STOCK.
PGMI SHALL HAVE RECEIVED IN FORM AND SUBSTANCE SATISFACTORY TO COUNSEL FOR PGMI
A LETTER INSTRUCTING AND AUTHORIZING THE REGISTRAR AND TRANSFER AGENT FOR THE
SHARES OF COMMON STOCK OF HAPS TO ISSUE STOCK CERTIFICATES REPRESENTING
OWNERSHIP OF HAPS COMMON STOCK TO PGMI SHAREHOLDERS IN ACCORDANCE WITH THE TERMS
OF THIS AGREEMENT AND A LETTER FROM SAID REGISTRAR AND TRANSFER AGENT
ACKNOWLEDGING RECEIPT OF THE LETTER OF INSTRUCTION AND STATING TO THE EFFECT
THAT THE REGISTRAR AND TRANSFER AGENT HOLDS ADEQUATE SUPPLIES OF STOCK
CERTIFICATES NECESSARY TO COMPLY WITH THE LETTER OF INSTRUCTION AND THE TERMS
AND CONDITIONS OF THIS AGREEMENT.
(K)
BOOKS AND RECORDS.
HAPS SHALL DELIVER TO
PGMI ALL BOOKS AND RECORDS OF HAPS.
(L)
SHAREHOLDER APPROVAL.
THE HAPS
SHAREHOLDERS SHALL HAVE APPROVED THIS AGREEMENT AND PLAN OF REORGANIZATION.
7.02
CONDITIONS TO OBLIGATIONS OF HAPS.
THE OBLIGATION OF HAPS TO
PERFORM THIS AGREEMENT IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING
CONDITIONS ON OR BEFORE THE CLOSING UNLESS WAIVED IN WRITING BY HAPS.
(A)
REPRESENTATIONS AND WARRANTIES.
THERE
SHALL BE NO INFORMATION DISCLOSED IN THE SCHEDULES DELIVERED BY PGMI, WHICH IN
THE OPINION OF HAPS, WOULD MATERIALLY ADVERSELY AFFECT THE PROPOSED TRANSACTION
AND INTENT OF THE PARTIES AS SET FORTH IN THIS AGREEMENT.
THE REPRESENTATIONS
AND WARRANTIES OF PGMI SET FORTH IN ARTICLE 4 HEREOF SHALL BE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS AS OF THE DATE OF THIS AGREEMENT AND AS OF THE CLOSING
AS THOUGH MADE ON AND AS OF THE CLOSING, EXCEPT AS OTHERWISE PERMITTED BY THIS
AGREEMENT.
16
(B)
PERFORMANCE OF OBLIGATIONS.
PGMI SHALL HAVE
IN ALL MATERIAL RESPECTS PERFORMED ALL AGREEMENTS REQUIRED TO BE PERFORMED BY IT
UNDER THIS AGREEMENT AND SHALL HAVE PERFORMED IN ALL MATERIAL RESPECTS ANY
ACTIONS CONTEMPLATED BY THIS AGREEMENT PRIOR TO OR ON THE CLOSING AND PGMI SHALL
HAVE COMPLIED IN ALL RESPECTS WITH THE COURSE OF CONDUCT REQUIRED BY THIS
AGREEMENT.
(C)
CORPORATE ACTION.
PGMI SHALL HAVE
FURNISHED MINUTES, CERTIFIED COPIES OF CORPORATE RESOLUTIONS AND/OR OTHER
DOCUMENTARY EVIDENCE SATISFACTORY TO COUNSEL FOR HAPS THAT PGMI HAS SUBMITTED
WITH THIS AGREEMENT AND ANY OTHER DOCUMENTS REQUIRED HEREBY TO SUCH PARTIES FOR
APPROVAL AS PROVIDED BY APPLICABLE LAW.
(D)
CONSENTS.
ANY CONSENTS NECESSARY FOR OR
APPROVAL OF