UNTIL SUCH TIME AS THE SUBJECT TRANSACTION HAS BEEN
PUBLICLY DISCLOSED BY THE COMPANY OR SUCH PURCHASER HAS RECEIVED FURTHER WRITTEN
NOTICE FROM THE COMPANY THAT SUCH TRANSACTION HAS BEEN TERMINATED.
ARTICLE V.
CONDITIONS PRECEDENT TO CLOSING
5.1
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PURCHASERS TO
PURCHASE SHARES.
THE OBLIGATION OF EACH PURCHASER TO ACQUIRE SHARES AT THE
CLOSING IS SUBJECT TO THE FULFILLMENT, TO SUCH PURCHASER'S SATISFACTION, ON OR
PRIOR TO THE CLOSING DATE, OF EACH OF THE FOLLOWING CONDITIONS, ANY OF WHICH MAY
BE WAIVED BY SUCH PURCHASER (AS TO ITSELF ONLY):
(A)
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND
WARRANTIES OF THE COMPANY CONTAINED HEREIN SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS (EXCEPT TO THE EXTENT THAT ANY SUCH REPRESENTATION OR WARRANTY
IS ALREADY QUALIFIED BY MATERIALITY, IN WHICH CASE IT SHALL BE TRUE AND CORRECT
IN ALL RESPECTS) AS OF THE DATE WHEN MADE AND AS OF THE CLOSING DATE, AS THOUGH
MADE ON AND AS OF SUCH DATE;
(B)
PERFORMANCE.
THE COMPANY SHALL HAVE PERFORMED, SATISFIED AND
COMPLIED IN ALL MATERIAL RESPECTS WITH ALL COVENANTS, AGREEMENTS AND CONDITIONS
REQUIRED BY THE TRANSACTION DOCUMENTS TO BE PERFORMED, SATISFIED OR COMPLIED
WITH BY IT AT OR PRIOR TO THE CLOSING;
(C)
NO INJUNCTION.
NO STATUTE, RULE, REGULATION, EXECUTIVE ORDER,
DECREE, RULING OR INJUNCTION SHALL HAVE BEEN ENACTED, ENTERED, PROMULGATED OR
ENDORSED BY ANY COURT OR GOVERNMENTAL AUTHORITY OF COMPETENT JURISDICTION THAT
PROHIBITS THE CONSUMMATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENTS;
(D)
CONSENTS.
THE COMPANY SHALL HAVE OBTAINED IN A TIMELY FASHION ANY
AND ALL CONSENTS, PERMITS, APPROVALS, REGISTRATIONS AND WAIVERS NECESSARY OR
APPROPRIATE FOR CONSUMMATION OF THE PURCHASE AND SALE OF THE SHARES, ALL OF
WHICH SHALL BE AND REMAIN SO LONG AS NECESSARY IN FULL FORCE AND EFFECT;
(E)
ADVERSE CHANGES.
SINCE THE DATE OF EXECUTION OF THIS AGREEMENT,
NO EVENT OR SERIES OF EVENTS SHALL HAVE OCCURRED THAT REASONABLY COULD HAVE OR
RESULT IN A MATERIAL ADVERSE EFFECT;
(F)
NO SUSPENSIONS OF TRADING IN COMMON STOCK; LISTING.
TRADING IN
THE COMMON STOCK SHALL NOT HAVE BEEN SUSPENDED BY THE COMMISSION OR ANY TRADING
MARKET (EXCEPT FOR ANY SUSPENSIONS OF TRADING OF NOT MORE THAN ONE TRADING DAY
SOLELY TO PERMIT DISSEMINATION OF MATERIAL INFORMATION REGARDING THE COMPANY) AT
ANY TIME SINCE THE DATE OF EXECUTION OF THIS AGREEMENT;
(G)
COMPANY DELIVERABLES.
THE COMPANY SHALL HAVE DELIVERED THE
COMPANY DELIVERABLES IN
ACCORDANCE WITH SECTION 2.2(A);
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(H)
COMPLIANCE CERTIFICATE.
THE COMPANY SHALL HAVE DELIVERED TO EACH
PURCHASER A CERTIFICATE, DATED AS OF THE CLOSING DATE AND SIGNED BY ITS CHIEF
EXECUTIVE OFFICER OR ITS CHIEF FINANCIAL OFFICER, DATED AS OF THE CLOSING DATE,
CERTIFYING TO THE FULFILLMENT OF THE CONDITIONS SPECIFIED IN SECTIONS 5.1(A),
(B), (C), (D) AND (F); AND
(I)
TERMINATION.
THIS AGREEMENT SHALL NOT HAVE BEEN TERMINATED AS TO
SUCH PURCHASER IN ACCORDANCE WITH SECTION 6.16 HEREIN.
5.2
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE COMPANY TO SELL
SHARES.
THE COMPANY'S OBLIGATION TO SELL AND ISSUE THE