IN ANY MANNER THE COMPENSATION,
DIRECT OR INDIRECT, OF ANY OF ITS OFFICERS OR EXECUTIVE EMPLOYEES; EXCEPT IN
ACCORDANCE WITH EXISTING EMPLOYMENT CONTRACTS;
(K)
ENTER INTO ANY AGREEMENT OR MAKE ANY
COMMITMENT TO ANY LABOR UNION OR ORGANIZATION; OR
(L)
MAKE ANY CAPITAL EXPENDITURES.
5.02
CONDUCT AND TRANSACTIONS OF PGMI.
DURING THE PERIOD FROM THE DATE
HEREOF TO EFFECTIVE DATE, PGMI SHALL:
(A)
OBTAIN AN INVESTMENT LETTER FROM EACH
SHAREHOLDER OF PGMI IN A FORM SUBSTANTIALLY LIKE THAT ATTACHED HERETO AS
EXHIBIT C; AND
(B)
CONDUCT THE OPERATIONS OF PGMI IN THE
ORDINARY COURSE OF BUSINESS.
PGMI shall not during such period, except in the ordinary course of business,
without the prior written consent of HAPS:
(C)
DECLARE OR PAY ANY DIVIDENDS ON SHARES OF
ITS CAPITAL STOCK OR MAKE ANY OTHER DISTRIBUTION OF ASSETS TO THE HOLDERS
THEREOF;
(D)
ISSUE, REISSUE OR SELL, OR ISSUE CAPITAL
STOCK OF PGMI OR OPTIONS OR RIGHTS TO SUBSCRIBE TO, OR ENTER INTO ANY CONTRACT
OR COMMITMENT TO ISSUE, REISSUE OR SELL, ANY SHARES OF ITS CAPITAL STOCK OR
ACQUIRE OR AGREE TO ACQUIRE ANY SHARES OF ITS CAPITAL STOCK; OR OTHER
SECURITIES; OR
(f)
Except as otherwise contemplated and
required by this Agreement, amend its Articles of Incorporation or merge or
consolidate with or into any other corporation or sell substantially all of its
assets or change in any manner the rights of its capital stock or other
securities.
13
ARTICLE 6
RIGHTS OF INSPECTION
6.01
DUE DILIGENCE; ACCESS TO INFORMATION; CONFIDENTIALITY.
(A)
BETWEEN THE DATE HEREOF AND THE CLOSING
DATE, HAPS AND PGMI SHALL AFFORD TO THE OTHER PARTY AND THEIR AUTHORIZED
REPRESENTATIVES THE OPPORTUNITY TO CONDUCT AND COMPLETE A DUE DILIGENCE
INVESTIGATION OF THE OTHER PARTY AS DESCRIBED HEREIN. IN LIGHT OF THE FOREGOING,
EACH PARTY SHALL PERMIT THE OTHER PARTY FULL ACCESS ON REASONABLE NOTICE AND AT
REASONABLE HOURS TO ITS PROPERTIES AND SHALL DISCLOSE AND MAKE AVAILABLE
(TOGETHER WITH THE RIGHT TO COPY) TO THE OTHER PARTY AND ITS OFFICERS,
EMPLOYEES, ATTORNEYS, ACCOUNTANTS AND OTHER REPRESENTATIVES (HEREINAFTER
COLLECTIVELY REFERRED TO AS "REPRESENTATIVES"), ALL BOOKS, PAPERS, AND RECORDS
RELATING TO THE ASSETS, STOCK, PROPERTIES, OPERATIONS, OBLIGATIONS AND
LIABILITIES OF SUCH PARTY AND ITS SUBSIDIARIES, INCLUDING, WITHOUT LIMITATION,
ALL BOOKS OF ACCOUNT (INCLUDING, WITHOUT LIMITATION, THE GENERAL LEDGER), TAX
RECORDS, MINUTE BOOKS OF DIRECTORS' AND STOCKHOLDERS' MEETINGS, ORGANIZATIONAL
DOCUMENTS, BYLAWS, CONTRACTS AND AGREEMENTS, FILINGS WITH ANY REGULATORY
AUTHORITY, ACCOUNTANTS' WORK PAPERS, LITIGATION FILES (INCLUDING, WITHOUT
LIMITATION, LEGAL RESEARCH MEMORANDA), ATTORNEY'S AUDIT RESPONSE LETTERS,
DOCUMENTS RELATING TO ASSETS AND TITLE THERETO (INCLUDING, WITHOUT LIMITATION,
ABSTRACTS, TITLE INSURANCE POLICIES, SURVEYS, ENVIRONMENTAL REPORTS, OPINIONS OF
TITLE AND OTHER INFORMATION RELATING TO THE REAL AND PERSONAL PROPERTY), PLANS
AFFECTING EMPLOYEES, SECURITIES TRANSFER RECORDS AND STOCKHOLDER LISTS, AND ANY
BOOKS, PAPERS AND RECORDS (COLLECTIVELY REFERRED TO HEREIN AS "EVALUATED
MATERIAL") RELATING TO OTHER ASSETS OR BUSINESS ACTIVITIES IN WHICH SUCH PARTY
MAY HAVE A REASONABLE INTEREST, AND OTHERWISE PROVIDE SUCH ASSISTANCE AS IS
REASONABLY REQUESTED IN ORDER THAT EACH PARTY MAY HAVE A FULL