BUYER WILL MATERIALLY CONTRAVENE, OR
CONFLICT WITH, OR RESULT IN A MATERIAL VIOLATION OF (A) ANY APPLICABLE LEGAL
REQUIREMENT, OR (B) ANY LEGAL REQUIREMENT THAT HAS BEEN PUBLISHED, INTRODUCED,
OR OTHERWISE PROPOSED BY OR BEFORE ANY GOVERNMENTAL BODY.
6.6
FAIRNESS OPINION.
THE COMPANY SHALL HAVE RECEIVED A WRITTEN
OPINION FROM A REPUTABLE THIRD PARTY FINANCIAL ADVISOR REASONABLY SATISFACTORY
TO THE COMPANY AND THE BUYER WITH RESPECT TO THE FAIRNESS FROM A FINANCIAL POINT
OF VIEW TO THE COMPANY'S SHAREHOLDERS OF THE PER SHARE PURCHASE PRICE.
13
ARTICLE 7
CONDITIONS TO THE BUYER'S OBLIGATION
The obligation of the Buyer hereunder to purchase the Shares at the Closing is
subject to the satisfaction, at or before the Closing Date, of each of the
following conditions (except as otherwise noted therein), provided that these
conditions are for the Buyer's sole benefit and may be waived by the Buyer at
any time in his sole discretion:
7.1
DELIVERY OF TRANSACTION DOCUMENTS; ISSUANCE OF SHARES.
THE
COMPANY SHALL HAVE EXECUTED AND DELIVERED THE TRANSACTION DOCUMENTS TO THE BUYER
AND SHALL DELIVER THE TRANSFER INSTRUCTIONS TO THE TRANSFER AGENT FOR THE
COMPANY'S COMMON STOCK TO ISSUE CERTIFICATES IN THE NAME OF THE BUYER
REPRESENTING THE SHARES BEING PURCHASED BY THE BUYER.
THE COMPANY SHALL DELIVER
A COPY OF THE TRANSFER INSTRUCTIONS TO THE BUYER AT THE CLOSING.
7.2
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND
WARRANTIES OF THE COMPANY SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS
(PROVIDED, HOWEVER, THAT SUCH QUALIFICATION SHALL ONLY APPLY TO REPRESENTATIONS
OR WARRANTIES NOT OTHERWISE QUALIFIED BY MATERIALITY) AS OF THE DATE WHEN MADE
AND AS OF THE CLOSING DATE AS THOUGH MADE AT SUCH TIME (EXCEPT FOR
REPRESENTATIONS AND WARRANTIES THAT SPEAK AS OF A SPECIFIC DATE) AND THE COMPANY
SHALL HAVE PERFORMED, SATISFIED AND COMPLIED IN ALL MATERIAL RESPECTS WITH THE
COVENANTS, AGREEMENTS AND CONDITIONS REQUIRED BY THIS AGREEMENT TO BE PERFORMED,
SATISFIED OR COMPLIED WITH BY THE COMPANY AT OR PRIOR TO THE CLOSING DATE.
7.3
CONSENTS.
ANY CONSENTS OR APPROVALS REQUIRED TO BE SECURED BY THE
COMPANY FOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION
DOCUMENTS SHALL HAVE BEEN OBTAINED AND SHALL BE REASONABLY SATISFACTORY TO THE
BUYER.
7.4
LITIGATION.
NO ACTION SHALL HAVE BEEN ENACTED, ENTERED,
PROMULGATED OR ENDORSED BY OR IN ANY COURT OR GOVERNMENTAL AUTHORITY OF
COMPETENT JURISDICTION OR ANY SELF-REGULATORY ORGANIZATION HAVING AUTHORITY OVER
THE MATTERS CONTEMPLATED HEREBY WHICH PROHIBITS THE CONSUMMATION OF ANY OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
7.5
OPINION.
THE BUYER SHALL HAVE RECEIVED AN OPINION OF THE
COMPANY'S COUNSEL DATED AS OF THE CLOSING DATE WITH RESPECT TO THE ISSUANCE AND
SALE OF THE SHARES AT THE CLOSING, IN FORM, SCOPE AND SUBSTANCE REASONABLY
SATISFACTORY TO THE BUYER WITH RESPECT TO THE MATTERS SET FORTH IN EXHIBIT A
ATTACHED HERETO.
7.6
NO MATERIAL ADVERSE CHANGE.
THERE SHALL HAVE BEEN NO MATERIAL
ADVERSE CHANGE IN THE ASSETS, LIABILITIES (CONTINGENT OR OTHERWISE), AFFAIRS,
BUSINESS, OPERATIONS, PROSPECTS OR CONDITION (FINANCIAL OR OTHERWISE) OF THE
COMPANY PRIOR TO