THE CLOSING, THE BUYER WILL BE
DEEMED TO HAVE WAIVED ANY CLAIMS RELATING TO THE MATTERS SPECIFIED IN SUCH
SUPPLEMENT OR AMENDMENT; PROVIDED, HOWEVER, THAT NO WAIVER SHALL BE DEEMED TO
HAVE BEEN MADE WITH RESPECT TO ANY CLAIMS THAT ARISE FROM OR ARE THE SUBJECT OF
MATTERS THAT ARE NOT SPECIFICALLY STATED IN SUCH SUPPLEMENT OR AMENDMENT.
SECTION 5.7
EXCLUSIVITY.
(A)
THE SELLERS WILL NOT (AND WILL CAUSE THE CORPORATION TO NOT)
SOLICIT, DIRECTLY OR THROUGH ANY INTERMEDIARY, OFFERS FOR THE GRANT COMMON STOCK
AND ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION, FROM ANY PERSON
OTHER THAN THE BUYER AND ITS AFFILIATES; PROVIDED, HOWEVER, THE SELLERS AND THE
CORPORATION MAY CONDUCT MEETINGS OR DISCUSSIONS FROM TIME TO TIME WITH
REPRESENTATIVES OF THE CORPORATION'S NOMINATED ADVISOR AND ANY BROKER THAT IS A
MEMBER OF THE CORPORATION'S UNDERWRITING TEAM CONCERNING A POSSIBLE AIM LISTING
ON THE LONDON STOCK EXCHANGE, SO LONG AS (I) SUCH NOMINATED ADVISOR AND SUCH
BROKER(S) ARE BOUND BY A CONFIDENTIALITY AGREEMENT, (II) SUCH MEETINGS AND
DISCUSSIONS ARE SOLELY FOR OPERATIONAL AND FINANCIAL UPDATING PURPOSES, (III) NO
MEETINGS, DISCUSSIONS OR OTHER INTERFACES TAKE PLACE WITH POTENTIAL INVESTORS IN
AN EFFORT TO MARKET THE PUBLIC OFFERING, AND (IV) NEITHER THE SELLERS NOR THE
CORPORATION WORK ON ANY AIM ADMISSION DOCUMENT.
IF THE SELLERS, THE CORPORATION
OR THEIR RESPECTIVE REPRESENTATIVES RECEIVE AN UNSOLICITED BONA FIDE THIRD-PARTY
OFFER TO PURCHASE OR OTHERWISE ACQUIRE THE GRANT COMMON STOCK OR ALL OR
SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS,
42
THE BUYER SHALL BE GIVEN IMMEDIATE NOTICE OF SUCH OFFER AND THE SELLERS SOLE
RESPONSE SHALL BE TO NOTIFY THE PERSON MAKING SUCH OFFER OF THE PROVISIONS OF
THIS SECTION 5.7.
(B)
THE OBLIGATION UNDER THIS SECTION 5.7 WILL TERMINATE, AND THE
SELLERS, THE ACQUIRED ENTITIES AND THEIR REPRESENTATIVES WILL BE ABLE TO SOLICIT
ANY OFFER OF ANY KIND FOR SOME OR ALL OF THE GRANT COMMON STOCK OR SOME OR ALL
OF THE ASSETS OF THE ACQUIRED ENTITIES WITHOUT ANY RESTRICTION WHATSOEVER, UPON
THE RECEIPT BY THE SELLERS OF A PROPOSAL BY THE BUYER TO REDUCE THE AMOUNT OF
THE PURCHASE PRICE OR OTHERWISE ALTER THE CONSIDERATION THAT COMPRISES THE
PURCHASE PRICE.
SECTION 5.8
ACCESS AND INVESTIGATION.
BETWEEN THE DATE OF THIS
AGREEMENT AND THE CLOSING DATE, AND UPON REASONABLE ADVANCE NOTICE RECEIVED FROM
THE BUYER, THE CORPORATION SHALL (AND THE SELLERS SHALL CAUSE THE CORPORATION
TO) (A) AFFORD THE BUYER AND ITS REPRESENTATIVES AND PROSPECTIVE LENDERS AND
THEIR REPRESENTATIVES (COLLECTIVELY, "BUYER GROUP") FULL AND FREE ACCESS, DURING
REGULAR BUSINESS HOURS, TO THE ACQUIRED ENTITIES' PERSONNEL, PROPERTIES,
CONTRACTS, GOVERNMENTAL AUTHORIZATIONS, BOOKS AND RECORDS AND OTHER DOCUMENTS
AND DATA AND TO ALLOW THE REAL PROPERTY AND TANGIBLE PERSONAL PROPERTY TO BE
INSPECTED BY BUYER GROUP, AT BUYER'S SOLE COST AND EXPENSE, SUCH RIGHTS OF
ACCESS AND INSPECTION TO BE EXERCISED IN A MANNER THAT DOES NOT UNREASONABLY
INTERFERE WITH THE OPERATIONS OF THE ACQUIRED ENTITIES, THE PERFORMANCE OF THE
ACQUIRED ENTITIES' OR THE SELLERS' DUTIES UNDER THIS AGREEMENT OR THE