COMMERCIAL EFFORTS TO CAUSE OTHER ACTIONS TO BE TAKEN
WHICH ARE NOT
{00597796-10}
- 17 -
WITHIN ITS POWER TO CONTROL (EXCEPT FOR ACTIONS IN CONTROL OF THE VENDORS), SO
AS TO ENSURE COMPLIANCE WITH AND SATISFACTION OF ALL THE CONDITIONS PRECEDENT TO
THE OBLIGATIONS OF THE VENDORS SET FORTH IN SECTION 6.2; AND
(IV)
ON OR PRIOR TO THE CLOSING DATE, COMPLETE AN EQUITY FINANCING
FOR AN AMOUNT WHERE THE PURCHASER SHALL HAVE, AS AT CLOSING (AFTER PAYMENT OF
THE CASH FORMING PART OF THE PURCHASE PRICE) NOT LESS THAN US$5,000,000, IN
WORKING CAPITAL.
ARTICLE VI
CLOSING CONDITIONS
6.1
CLOSING CONDITIONS OF THE PURCHASER
The obligation of the Purchaser to complete the purchase of the Shares and
complete the other transactions contemplated by this Agreement is subject to the
following conditions precedent, each and every one of which shall be performed
or satisfied to the Purchaser's sole satisfaction.
(A)
AT CLOSING, THE VENDORS SHALL HAVE DELIVERED TO THE PURCHASER
THE SHARE CERTIFICATES FOR THE OWNED SHARES FOR CANCELLATION.
(B)
AT CLOSING, THE CORPORATION SHALL HAVE DELIVERED TO THE
PURCHASER THE LICENSE FEE SHARES DULY ENDORSED FOR TRANSFER TO THE PURCHASER.
(C)
AT CLOSING, TO THE EXTENT THE VENDORS HAVE CUSTODY OR ACCESS
TO THE FOLLOWING, THE VENDORS SHALL HAVE DELIVERED TO THE PURCHASER ALL BOOKS,
RECORDS, FILES, DOCUMENTS, SHAREHOLDER LISTS, AGREEMENTS, CONTRACTS, MATERIALS
OR OTHER INFORMATION PERTAINING OR RELATING TO, IN ANY MANNER WHATSOEVER, THE
CORPORATION OR THE BUSINESS AND ACTIVITIES OF THE CORPORATION.
(D)
AS AT CLOSING, NO ACTION OR PROCEEDING SHALL HAVE BEEN
INSTITUTED, PENDING OR THREATENED OR CLAIM OR DEMAND MADE AGAINST THE PURCHASER
OR THE VENDORS BEFORE ANY COURT OR OTHER GOVERNMENTAL BODY SEEKING TO RESTRAIN
OR PROHIBIT OR TO OBTAIN SUBSTANTIAL DAMAGES WITH RESPECT TO THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT.
(E)
AS AT CLOSING, THERE SHALL HAVE BEEN NO MATERIAL ADVERSE
CHANGE IN THE AFFAIRS, ASSETS, LIABILITIES, BUSINESS OUTLOOK OR FINANCIAL
CONDITION OF THE CORPORATION NOR SHALL ANY LEGISLATION (WHETHER BY STATUTE,
BY-LAW, REGULATION OR OTHERWISE) HAVE BEEN ENACTED, WHICH IN THE REASONABLE
OPINION OF THE PURCHASER MATERIALLY ADVERSELY AFFECTS THE OPERATIONS AND
BUSINESS OF
THE CORPORATION.
(F)
AS AT CLOSING, THERE SHALL HAVE BEEN OBTAINED FROM THE
DIRECTORS OF THE PURCHASER AND ALL APPROPRIATE AND REQUIRED GOVERNMENTAL OR
ADMINISTRATIVE BODIES AND OTHER THIRD PARTIES SUCH APPROVALS OR CONSENTS AS ARE
REQUIRED TO PERMIT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(G)
AT CLOSING, THE PURCHASER SHALL HAVE RECEIVED A CERTIFICATE
FROM AN OFFICER OF THE CORPORATION SETTING FORTH A RESOLUTION OF THE
CORPORATION'S BOARD OF DIRECTORS:
{00597796-10}
- 18 -
(I)
AUTHORIZING AND APPROVING ENTERING INTO OF THIS AGREEMENT
AND THE CARRYING OUT OF THE OBLIGATIONS OF THE CORPORATION HEREUNDER;
(II)
AUTHORIZING AND APPROVING THE TRANSFER OF THE OWNED SHARES
FROM THE APPLICABLE VENDORS TO THE PURCHASER;
(III)
AUTHORIZING AND APPROVING THE TRANSFER OF THE LICENSE FEE
SHARES TO THE PURCHASER FOR CANCELLATION; AND
(IV)
CERTIFYING THAT SUCH RESOLUTION WAS DULY ADOPTED AND HAS NOT
BEEN RESCINDED OR