SHARES OF PURCHASED STOCK, (II) TAKE ALL
STEPS NECESSARY TO CAUSE SUCH SHARES OF COMMON STOCK TO BE APPROVED FOR LISTING
ON SUCH TRADING MARKET AS PROMPTLY THEREAFTER, (III) PROVIDE TO THE PARENT
EVIDENCE OF SUCH LISTING, AND (IV) MAINTAIN THE LISTING OF SUCH SHARES OF
PURCHASED STOCK.
4.7
FORM D; BLUE SKY FILINGS.
THE COMPANY AGREES TO TIMELY FILE A FORM D
WITH RESPECT TO THE PURCHASED STOCK AS REQUIRED UNDER REGULATION D OF THE
SECURITIES ACT AND TO PROVIDE A COPY THEREOF, PROMPTLY UPON REQUEST OF THE
PARENT. THE COMPANY SHALL TAKE SUCH ACTION AS THE COMPANY SHALL REASONABLY
DETERMINE IS NECESSARY IN ORDER TO OBTAIN AN EXEMPTION FOR, OR TO QUALIFY THE
PURCHASED STOCK FOR, SALE TO THE PARENT AT THE CLOSING UNDER APPLICABLE
SECURITIES OR "BLUE SKY" LAWS OF THE STATES OF THE UNITED STATES, AND SHALL
PROVIDE EVIDENCE OF SUCH ACTIONS PROMPTLY UPON REQUEST OF THE PARENT.
4.8
WAIVER.
PARENT DOES HEREBY CONSENT TO THE COMPANY'S ENTRY INTO THE
TRANSACTION DOCUMENTS AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
THEREBY, INCLUDING THE ISSUANCE AND SALE OF THE PURCHASED STOCK, NOTWITHSTANDING
ANY PROHIBITIONS OR RESTRICTIONS WITH RESPECT THERETO CONTAINED IN THE MERGER
AGREEMENT.
14
ARTICLE V.
MISCELLANEOUS
5.1
SURVIVAL. ALL REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS
AGREEMENT SHALL SURVIVE THE CLOSING FOR A PERIOD OF THE EARLIER OF (I) SIX
(6) MONTHS FROM THE TERMINATION OF THE MERGER AGREEMENT PURSUANT TO THE TERMS
THEREUNDER OR (II) THE EFFECTIVE DATE UNDER THE MERGER AGREEMENT, AT WHICH TIME
ALL SUCH REPRESENTATIONS AND WARRANTIES WILL EXPIRE AND TERMINATE; PROVIDED THAT
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.1(A) (ISSUANCE OF
PURCHASED STOCK), SECTION 3.1(B) (AUTHORITY RELATIVE TO THE SALE OF PURCHASED
STOCK), SECTION 3.1(C) (NO CONFLICTS), SECTION 3.1(E) (CERTAIN FEES),
SECTION 3.2(B) (AUTHORITY RELATIVE TO THE PURCHASE OF PURCHASED STOCK),
SECTION 3.2(C) (NO CONFLICTS) OR SECTION 3.2(I) (BROKERS ) SHALL SURVIVE THE
CLOSING INDEFINITELY.
5.2
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED BY MUTUAL AGREEMENT OF
THE COMPANY, AND SHALL AUTOMATICALLY TERMINATE UPON CONSUMMATION OF THE MERGER.
5.3
FEES AND EXPENSES.
EXCEPT AS EXPRESSLY SET FORTH IN THE TRANSACTION
DOCUMENTS TO THE CONTRARY, EACH PARTY SHALL PAY THE FEES AND EXPENSES OF ITS
ADVISERS, COUNSEL, ACCOUNTANTS AND OTHER EXPERTS, IF ANY, AND ALL OTHER EXPENSES
INCURRED BY SUCH PARTY INCIDENT TO THE NEGOTIATION, PREPARATION, EXECUTION,
DELIVERY AND PERFORMANCE OF THE TRANSACTION DOCUMENTS.
THE COMPANY SHALL PAY
ALL TRANSFER AGENT FEES, STAMP TAXES AND OTHER TAXES AND DUTIES LEVIED IN
CONNECTION WITH THE DELIVERY OF THE PURCHASED STOCK TO THE PARENT.
5.4
ENTIRE AGREEMENT.
THE TRANSACTION DOCUMENTS, TOGETHER WITH THE
EXHIBITS AND SCHEDULES THERETO (AND, TO THE EXTENT REFERENCED HEREIN, THE MERGER
AGREEMENT), CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS,
ORAL OR WRITTEN, WITH RESPECT TO SUCH MATTERS, WHICH THE PARTIES ACKNOWLEDGE
HAVE BEEN MERGED INTO SUCH DOCUMENTS, EXHIBITS AND SCHEDULES.
5.5
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED
BY THIS AGREEMENT SHALL BE