TIME TO ENABLE THE INVESTOR TO SELL SHARES
WITHOUT REGISTRATION UNDER THE SECURITIES ACT WITHIN THE LIMITATION OF THE
EXEMPTIONS PROVIDED BY RULE 144 UNDER THE SECURITIES ACT.
ARTICLE VI
ACTIONS PRIOR TO CLOSING
SECTION 6.01.
CONSENT.
EACH OF THE COMPANY AND THE INVESTOR WILL USE ITS
REASONABLE BEST EFFORTS AND SHALL FULLY COOPERATE WITH EACH OTHER TO MAKE
PROMPTLY ALL REGISTRATIONS, FILINGS AND APPLICATIONS, GIVE ALL NOTICES AND
OBTAIN ALL CONSENTS IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY.
12
SECTION 6.02.
PUBLICITY.
THE PARTIES AGREE NOT TO ISSUE ANY
ANNOUNCEMENT, PRESS RELEASE, PUBLIC STATEMENT OR OTHER INFORMATION TO THE PRESS
OR ANY THIRD PARTY WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTION
CONTEMPLATED HEREBY WITHOUT OBTAINING THE PRIOR WRITTEN APPROVAL OF THE OTHER
PARTY HERETO (WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD); PROVIDED,
HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL PREVENT EITHER PARTY, AT ANY TIME,
FROM FURNISHING ANY REQUIRED INFORMATION TO ANY GOVERNMENTAL BODY OR FROM
ISSUING ANY ANNOUNCEMENT, PRESS RELEASE, PUBLIC STATEMENT OR OTHER INFORMATION
TO THE PRESS OR ANY THIRD PARTY WITH RESPECT TO THIS AGREEMENT OR THE
TRANSACTION CONTEMPLATED HEREBY IF REQUIRED BY LAW, ALTHOUGH, THE PARTIES AGREE
TO CONSULT WITH EACH OTHER AS TO THE CONTENT OF ANY RELEASE SO REQUIRED AND
CONSIDER IN GOOD FAITH THE COMMENTS OF THE OTHER THEREON.
ARTICLE VII
CONDITIONS TO CLOSING
SECTION 7.01.
CONDITIONS TO OBLIGATIONS OF THE INVESTOR.
THE OBLIGATION
OF THE INVESTOR TO CONSUMMATE THE TRANSACTION CONTEMPLATED HEREBY SHALL BE
SUBJECT TO THE FULFILLMENT ON OR PRIOR TO THE CLOSING DATE OF THE FOLLOWING
CONDITIONS:
(A)
NO GOVERNMENTAL ORDER OR OTHER PROCEEDING OR LITIGATION.
NO ORDER
OF ANY GOVERNMENTAL BODY SHALL BE IN EFFECT THAT RESTRAINS OR PROHIBITS THE
ISSUANCE OF THE SHARES.
(B)
STOCK CERTIFICATES.
THE COMPANY SHALL HAVE DELIVERED TO THE
INVESTOR (I) A CERTIFICATE REPRESENTING THE SHARES, DULY REGISTERED IN THE NAME
OF THE INVESTOR AND (II) THE COMPANY COUNSEL OPINIONS.
(C)
NYSE LISTING.
THE SHARES HAVE BEEN DULY LISTED ON THE NYSE,
PENDING NOTICE OF ISSUANCE.
(D)
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND
WARRANTIES OF THE COMPANY CONTAINED HEREIN SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AS OF THE DATE WHEN MADE AND AS OF THE CLOSING DATE AS THOUGH
MADE ON AND AS OF SUCH DATE (EXCEPT FOR REPRESENTATIONS AND WARRANTIES THAT
SPEAK OF A SPECIFIC DATE, WHICH NEED ONLY BE TRUE AND CORRECT AS OF SUCH DATE).
(E)
ABSENCE OF MATERIAL DEVELOPMENTS.
SINCE SEPTEMBER 30, 2004, NO EVENT OR
SERIES OF EVENTS SHALL HAVE OCCURRED THAT REASONABLY WOULD BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
(f)
Performance.
The Company shall have performed, satisfied and complied in
all material respects with all covenants, agreements and conditions required by
this Agreement to be performed, satisfied or complied with by it at or prior to
the Closing Date.
(g) No New Information.
The Investor shall not have become aware of any
information or other matter with respect to legal matters affecting the Company
that is inconsistent with the financial and