THE
CLOSING OTHER THAN THOSE WHICH ARE NOT REQUIRED TO BE OBTAINED BEFORE THE
CLOSING, WHICH WILL BE OBTAINED IN A TIMELY MANNER AFTER THE CLOSING.
4.6.
PROCEEDINGS AND DOCUMENTS.
ALL CORPORATE AND OTHER PROCEEDINGS IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED AT THE CLOSING AND ALL DOCUMENTS
INCIDENT THERETO SHALL BE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE
INVESTORS AND THE INVESTORS' SPECIAL COUNSEL, AND THEY SHALL HAVE RECEIVED ALL
SUCH COUNTERPART ORIGINAL AND CERTIFIED OR OTHER COPIES OF SUCH DOCUMENTS AS
THEY MAY REASONABLY REQUEST.
4.7.
OTHER AGREEMENTS.
ON OR PRIOR TO THE CLOSING, THE REGISTRATION
RIGHTS AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT D ATTACHED HERETO SHALL
HAVE BEEN EXECUTED AND DELIVERED BY THE PARTIES THERETO, WHICH SHALL CONTINUE TO
BE IN FULL FORCE AND EFFECT AS OF THE CLOSING.
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4.8.
OPINION OF COUNSEL.
THE INVESTORS SHALL HAVE RECEIVED FROM
CHOATE, HALL & STEWART LLP, COUNSEL FOR THE COMPANY, AN OPINION DATED AS OF THE
CLOSING IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT E.
4.9.
SECRETARY'S CERTIFICATE.
THE SECRETARY OF THE COMPANY SHALL
DELIVER TO THE INVESTORS PURCHASING THE SECURITIES AT THE CLOSING A CERTIFICATE,
DATED AS OF THE CLOSING, CERTIFYING:
(A) THAT ATTACHED THERETO IS A TRUE AND
COMPLETE COPY OF THE BY-LAWS OF THE COMPANY AS IN EFFECT ON THE DATE OF SUCH
CERTIFICATION; (B) THAT ATTACHED THERETO IS A TRUE AND COMPLETE COPY OF ALL
RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY AUTHORIZING THE
EXECUTION, DELIVERY AND PERFORMANCE OF EACH OF THE TRANSACTION DOCUMENTS, THE
ISSUANCE, SALE AND DELIVERY OF THE SECURITIES AND THAT ALL SUCH RESOLUTIONS ARE
IN FULL FORCE AND EFFECT AND ARE ALL THE RESOLUTIONS ADOPTED IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS; (C) THAT ATTACHED
THERETO IS A TRUE AND COMPLETE COPY OF THE CERTIFICATE OF DESIGNATION AS IN
EFFECT ON THE DATE OF SUCH CERTIFICATION; AND (D) TO THE INCUMBENCY AND SPECIMEN
SIGNATURE OF CERTAIN OFFICERS OF THE COMPANY.
4.10.
RESERVATION OF CONVERSION SHARES AND WARRANT SHARES.
THE SHARES OF
COMMON STOCK (A) ISSUABLE UPON CONVERSION OF SERIES A PREFERRED STOCK SHALL HAVE
BEEN DULY AUTHORIZED AND RESERVED FOR ISSUANCE UPON SUCH CONVERSION, AND (B)
ISSUABLE UPON THE EXERCISE OF THE WARRANT SHALL HAVE BEEN DULY AUTHORIZED ARE
RESERVED FOR ISSUANCE UPON SUCH EXERCISE.
4.11.
FEES OF INVESTORS' COUNSEL.
THE COMPANY SHALL HAVE PAID THE FEES
AND DISBURSEMENTS OF INVESTORS' COUNSEL INVOICED AT THE CLOSING AND THE
REASONABLE OUT-OF POCKET EXPENSES INCURRED BY THE INVESTORS IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WHICH IN THE AGGREGATE SHALL
NOT EXCEED $75,000.
4.12.
PURCHASE BY OTHER INVESTORS.
EACH INVESTOR SHALL HAVE PURCHASED
AND PAID FOR THE SECURITIES TO BE PURCHASED BY IT, AS SET FORTH ON EXHIBIT A
HERETO, ON OR BEFORE THE DATE OF THE CLOSING.
4.13.
CONSUMMATION OF THE EAG ACQUISITION.
THE CONDITIONS SET FORTH IN
THE SECURITIES PURCHASE AGREEMENT DATED AS OF THE DATE HEREOF BY AND BETWEEN THE
COMPANY AND SAS AB (THE "ACQUISITION AGREEMENT") SHALL