BEING UNDERSTOOD THAT THE FINAL FORM AND CONTENT OF
ANY SUCH RELEASE OR ANNOUNCEMENT, TO THE EXTENT SO REQUIRED, SHALL BE AT THE
FINAL DISCRETION OF THE DISCLOSING PARTY.
5.6
LEGENDS.
(A)
CERTIFICATES FOR THE SHARES SHALL BEAR A LEGEND IN SUBSTANTIALLY
THE FOLLOWING FORM:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE
OR ANY FOREIGN REGULATORY REGIMES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE AND FOREIGN SECURITIES LAWS,
AND PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE
SECURITIES (THE "COMPANY") MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE OR
FOREIGN SECURITIES LAWS.
(B)
ANY HOLDER OF SHARES MAY REQUEST THE COMPANY TO REMOVE ANY OR ALL
OF THE LEGENDS DESCRIBED IN THIS SECTION 5.6 FROM THE CERTIFICATES EVIDENCING
SUCH SHARES BY SUBMITTING TO THE COMPANY SUCH CERTIFICATES AS THE COMPANY
REASONABLY REQUIRES, TOGETHER WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY TO THE EFFECT THAT SUCH LEGEND OR LEGENDS ARE NO LONGER REQUIRED
UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE LAWS, AS THE CASE MAY BE.
ARTICLE VI.
CONDITIONS TO THE CONSUMMATION OF THE TRANSACTIONS
6.1
CONDITIONS TO EACH PARTY'S OBLIGATIONS.
THE RESPECTIVE OBLIGATIONS
OF THE PARTIES TO EFFECT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE SUBJECT
TO THE SATISFACTION, ON OR PRIOR TO THE CLOSING DATE, OF THE FOLLOWING
CONDITIONS:
(A)
NO INJUNCTIONS OR RESTRAINTS; ILLEGALITY.
NO ORDER, INJUNCTION OR
DECREE ISSUED BY ANY COURT OR AGENCY OF COMPETENT JURISDICTION OR OTHER LEGAL
RESTRAINT OR PROHIBITION SHALL BE IN EFFECT PREVENTING THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
NO STATUTE, RULE, REGULATION,
ORDER, INJUNCTION OR DECREE SHALL HAVE BEEN ENACTED, ENTERED, PROMULGATED OR
ENFORCED BY ANY GOVERNMENTAL ENTITY
17
THAT PROHIBITS OR MAKES ILLEGAL CONSUMMATION OF THE PURCHASE OR SALE OF THE
SHARES OR ANY OTHER TRANSACTION CONTEMPLATED HEREBY.
NO GOVERNMENTAL ENTITY
SHALL HAVE FILED ANY CLAIM, ACTION, SUIT, PROCEEDING, ARBITRATION, MEDIATION OR
INVESTIGATION SEEKING TO ENJOIN, RESTRAIN OR OTHERWISE PROHIBIT THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
(B)
HSR ACT.
ALL FILINGS TO BE MADE UNDER THE
HSR ACT AND OTHER ANTITRUST LAWS WITH RESPECT TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL HAVE BEEN MADE AND THE APPLICABLE WAITING
PERIOD, INCLUDING ALL EXTENSIONS THEREOF, UNDER THE HSR ACT AND OTHER ANTITRUST
LAWS SHALL HAVE EXPIRED OR BEEN TERMINATED.
(C)
OTHER AGREEMENTS.
EACH OF THE LICENSE
AGREEMENT AND THE MANUFACTURING AND SUPPLY AGREEMENT SHALL BE IN FULL FORCE AND
EFFECT.
6.2
CONDITIONS TO OBLIGATIONS OF THE PURCHASER.
THE OBLIGATIONS OF THE PURCHASER TO PURCHASE THE SHARES AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY ARE SUBJECT TO THE SATISFACTION, ON OR PRIOR TO
THE CLOSING DATE, OF