(C) THAT THE BYLAWS OF THE COMPANY
ARE TRUE, COMPLETE AND CORRECT AND REMAIN UNAMENDED AND IN FULL FORCE AND EFFECT
AND (D) AS TO THE INCUMBENCY AND SPECIMEN SIGNATURE OF EACH OFFICER OF THE
COMPANY EXECUTING THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND ANY OTHER
DOCUMENT DELIVERED IN CONNECTION HEREWITH ON BEHALF OF THE COMPANY.
(X)
EACH GUARANTOR SHALL HAVE DELIVERED TO SUCH PURCHASER A SECRETARY'
S CERTIFICATE, DATED AS OF THE CLOSING DATE, CERTIFYING (A) THAT THE ATTACHED
RESOLUTIONS OF THE BOARD OF DIRECTORS OF SUCH GUARANTOR APPROVING EACH
TRANSACTION DOCUMENT TO WHICH SUCH GUARANTOR IS A PARTY AND THE TRANSACTIONS
CONTEMPLATED THEREBY ARE TRUE, COMPLETE AND CORRECT AND REMAIN UNAMENDED AND IN
FULL FORCE AND EFFECT, (B) THAT THE ATTACHED ORGANIZATIONAL DOCUMENTS AND BYLAWS
OF SUCH
31
Guarantor are true, complete and correct and remain unamended and in full force
and effect and (C) as to the incumbency and specimen signature of each officer
of such Guarantor executing each Transaction Documents to which it is a party
and any other document delivered in connection herewith on behalf of such
Guarantor.
(XI)
THE COMPANY SHALL HAVE MADE ALL FILINGS UNDER ALL APPLICABLE
FEDERAL AND STATE SECURITIES LAWS NECESSARY TO CONSUMMATE THE ISSUANCE OF THE
SECURITIES PURSUANT TO THIS AGREEMENT IN COMPLIANCE WITH SUCH LAWS TO THE EXTENT
SUCH FILINGS MUST BE MADE ON OR PRIOR TO THE CLOSING DATE.
(XII)
THE COMPANY SHALL HAVE DELIVERED TO SUCH PURCHASER A LETTER FROM
THE COMPANY'S TRANSFER AGENT CERTIFYING THE NUMBER OF SHARES OF COMMON STOCK
OUTSTANDING AS OF A DATE WITHIN FIVE (5) DAYS OF THE CLOSING DATE.
(XIII)
THE COMPANY AND EACH GUARANTOR SHALL HAVE DELIVERED AND PLEDGED TO
SUCH PURCHASER ANY AND ALL INSTRUMENTS, NEGOTIABLE DOCUMENTS, CHATTEL PAPER
(EACH OF THE FOREGOING TERMS, AS DEFINED IN THE COLLATERAL AGREEMENT) AND
CERTIFICATED SECURITIES (ACCOMPANIED BY STOCK POWERS EXECUTED IN BLANK), DULY
ENDORSED AND/OR ACCOMPANIED BY SUCH INSTRUMENTS OF ASSIGNMENT AND TRANSFER
EXECUTED BY THE COMPANY IN SUCH FORM AND SUBSTANCE AS SUCH PURCHASER MAY
REQUEST.
(XIV)
THE COMPANY AND ITS SUBSIDIARIES SHALL HAVE GIVEN, EXECUTED,
DELIVERED, FILED AND/OR RECORDED ANY FINANCING STATEMENTS, NOTICES, INSTRUMENTS,
DOCUMENTS, AGREEMENTS AND OTHER PAPERS THAT MAY BE NECESSARY OR DESIRABLE (IN
THE REASONABLE JUDGMENT OF SUCH PURCHASER) TO CREATE, PRESERVE, PERFECT OR
VALIDATE THE SECURITY INTEREST GRANTED TO SUCH PURCHASER PURSUANT TO THE
COLLATERAL AGREEMENT AND TO ENABLE SUCH PURCHASER TO EXERCISE AND ENFORCE ITS
RIGHTS WITH RESPECT TO SUCH SECURITY INTEREST.
(XV)
THE COMPANY SHALL NOT HAVE MADE ANY PUBLIC ANNOUNCEMENT REGARDING
THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT PRIOR TO THE CLOSING.
(XVI)
THE COMPANY AND ITS SUBSIDIARIES SHALL HAVE DELIVERED TO SUCH
PURCHASER SUCH OTHER STANDARD AND CUSTOMARY DOCUMENTS RELATING TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AS SUCH PURCHASER OR ITS COUNSEL MAY
REASONABLY REQUEST.
(XVII)
THE CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THE SHARE PURCHASE
AGREEMENT SHALL HAVE OCCURRED OR SHALL OCCUR SIMULTANEOUSLY WITH THE CLOSING IN
ACCORDANCE WITH THE TERMS OF THE SHARE PURCHASE AGREEMENT.
(XVIII)
THE COMPANY