(F)
ANY WAITING PERIODS (AND ANY EXTENSIONS THEREOF) APPLICABLE TO
THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED (THE "HSR
ACT") SHALL HAVE BEEN TERMINATED OR EXPIRED.
5.2
CONDITIONS TO THE OBLIGATION OF THE COMPANY TO CONSUMMATE THE SECOND
CLOSING.
THE OBLIGATION OF THE COMPANY TO CONSUMMATE THE SECOND CLOSING AND TO
ISSUE AND SELL TO THE PURCHASER THE SECOND CLOSING SHARES TO BE PURCHASED BY IT
AT THE SECOND CLOSING IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING CONDITIONS
PRECEDENT:
(A)
THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN OF THE PURCHASER SHALL
BE TRUE AND CORRECT ON AND AS OF THE SECOND CLOSING DATE IN ALL MATERIAL
RESPECTS WITH THE SAME FORCE AND EFFECT AS THOUGH MADE ON AND AS OF THE SECOND
CLOSING DATE.
(B)
THE PURCHASER SHALL HAVE PERFORMED IN ALL MATERIAL RESPECTS ALL
OBLIGATIONS AND CONDITIONS HEREIN REQUIRED TO BE PERFORMED OR OBSERVED BY THE
PURCHASER ON OR PRIOR TO THE SECOND CLOSING DATE.
(C)
NO PROCEEDING CHALLENGING THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY, OR SEEKING TO PROHIBIT, ALTER, PREVENT OR MATERIALLY DELAY THE SECOND
CLOSING, SHALL HAVE BEEN INSTITUTED BEFORE ANY COURT, ARBITRATOR OR GOVERNMENTAL
BODY, AGENCY OR OFFICIAL AND SHALL BE PENDING.
(D)
THE SALE OF THE SECOND CLOSING SHARES BY THE COMPANY SHALL NOT BE
PROHIBITED BY ANY LAW OR GOVERNMENTAL ORDER OR REGULATION.
ALL NECESSARY
CONSENTS, APPROVALS, LICENSES, PERMITS, ORDERS AND AUTHORIZATIONS OF, OR
REGISTRATIONS, DECLARATIONS AND FILINGS WITH, ANY GOVERNMENTAL OR ADMINISTRATIVE
AGENCY OR OF ANY OTHER PERSON WITH RESPECT TO ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL HAVE BEEN DULY OBTAINED OR MADE AND SHALL BE IN FULL
FORCE AND EFFECT.
9
(E)
ALL INSTRUMENTS AND CORPORATE PROCEEDINGS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT TO BE CONSUMMATED AT THE SECOND
CLOSING SHALL BE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY,
AND THE COMPANY SHALL HAVE RECEIVED COUNTERPART ORIGINALS, OR CERTIFIED OR OTHER
COPIES OF ALL DOCUMENTS, INCLUDING WITHOUT LIMITATION RECORDS OF CORPORATE OR
OTHER PROCEEDINGS, WHICH IT MAY HAVE REASONABLY REQUESTED IN CONNECTION
THEREWITH.
(F)
ANY WAITING PERIODS (AND ANY EXTENSIONS THEREOF) APPLICABLE TO
THE HSR ACT SHALL HAVE BEEN TERMINATED OR EXPIRED.
6.
OTHER AGREEMENTS OF THE PARTIES.
6.1
SECURITIES LAW TRANSFER RESTRICTIONS.
THE PURCHASER SHALL NOT SELL,
ASSIGN, PLEDGE, TRANSFER OR OTHERWISE DISPOSE OR ENCUMBER ANY OF THE SHARES
BEING PURCHASED BY IT HEREUNDER, EXCEPT (I) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (II) PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS.
ANY TRANSFER OR PURPORTED TRANSFER OF THE SHARES IN VIOLATION
OF THIS SECTION 6.1 SHALL BE VOIDABLE BY THE COMPANY.
THE COMPANY SHALL NOT
REGISTER ANY TRANSFER OF THE SHARES IN VIOLATION OF THIS SECTION 6.1.
THE
COMPANY MAY, AND MAY INSTRUCT ANY TRANSFER AGENT FOR THE COMPANY, TO PLACE SUCH
STOP TRANSFER ORDERS AS MAY BE REQUIRED ON THE TRANSFER BOOKS OF THE COMPANY IN
ORDER TO ENSURE COMPLIANCE WITH THE PROVISIONS OF THIS SECTION 6.1.