DATE WHEN MADE AND AS OF THE CLOSING DATE AS THOUGH MADE AT THAT TIME
(EXCEPT FOR REPRESENTATIONS AND WARRANTIES THAT ARE EXPRESSLY MADE AS OF A
PARTICULAR DATE), WHICH SHALL BE TRUE AND CORRECT IN ALL RESPECTS AS OF SUCH
DATE.
22
(B)
PERFORMANCE BY THE COMPANY.
THE COMPANY SHALL HAVE PERFORMED,
SATISFIED AND COMPLIED IN ALL RESPECTS WITH ALL COVENANTS, AGREEMENTS AND
CONDITIONS REQUIRED BY THIS AGREEMENT TO BE PERFORMED, SATISFIED OR COMPLIED
WITH BY THE COMPANY AT OR PRIOR TO THE CLOSING.
(C)
NO SUSPENSION, ETC.
TRADING IN THE COMPANY'S COMMON STOCK SHALL
NOT HAVE BEEN SUSPENDED BY THE COMMISSION OR THE OTC BULLETIN BOARD (EXCEPT FOR
ANY SUSPENSION OF TRADING OF LIMITED DURATION AGREED TO BY THE COMPANY, WHICH
SUSPENSION SHALL BE TERMINATED PRIOR TO THE APPLICABLE CLOSING), AND, AT ANY
TIME PRIOR TO THE CLOSING DATE, TRADING IN SECURITIES GENERALLY AS REPORTED BY
BLOOMBERG FINANCIAL MARKETS ("BLOOMBERG") SHALL NOT HAVE BEEN SUSPENDED OR
LIMITED, OR MINIMUM PRICES SHALL NOT HAVE BEEN ESTABLISHED ON SECURITIES WHOSE
TRADES ARE REPORTED BY BLOOMBERG, OR ON THE NEW YORK STOCK EXCHANGE, NOR SHALL A
BANKING MORATORIUM HAVE BEEN DECLARED EITHER BY THE UNITED STATES OR NEW YORK
STATE AUTHORITIES, NOR SHALL THERE HAVE OCCURRED ANY MATERIAL OUTBREAK OR
ESCALATION OF HOSTILITIES OR OTHER NATIONAL OR INTERNATIONAL CALAMITY OR CRISIS
OF SUCH MAGNITUDE IN ITS EFFECT ON, OR ANY MATERIAL ADVERSE CHANGE IN ANY
FINANCIAL MARKET WHICH, IN EACH CASE, IN THE JUDGMENT OF SUCH PURCHASER, MAKES
IT IMPRACTICABLE OR INADVISABLE TO PURCHASE THE PREFERRED SHARES.
(D)
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 WHICH
PROHIBITS THE CONSUMMATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
(E)
NO PROCEEDINGS OR LITIGATION.
NO ACTION, SUIT OR PROCEEDING
BEFORE ANY ARBITRATOR OR ANY GOVERNMENTAL AUTHORITY SHALL HAVE BEEN COMMENCED,
AND NO INVESTIGATION BY ANY GOVERNMENTAL AUTHORITY SHALL HAVE BEEN THREATENED,
AGAINST THE COMPANY OR ANY SUBSIDIARY, OR ANY OF THE OFFICERS, DIRECTORS OR
AFFILIATES OF THE COMPANY OR ANY SUBSIDIARY SEEKING TO RESTRAIN, PREVENT OR
CHANGE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR SEEKING DAMAGES IN
CONNECTION WITH SUCH TRANSACTIONS.
(F)
CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES.
PRIOR TO
THE CLOSING, THE CERTIFICATE OF DESIGNATION IN THE FORM OF EXHIBIT B-1 ATTACHED
HERETO SHALL HAVE BEEN FILED WITH THE SECRETARY OF STATE OF NEVADA.
(G)
OPINION OF COUNSEL, ETC. AT THE CLOSING, THE PURCHASERS SHALL HAVE
RECEIVED AN OPINION OF COUNSEL TO THE COMPANY, DATED THE DATE OF THE CLOSING, IN
THE FORM OF EXHIBIT G HERETO, AND SUCH OTHER CERTIFICATES AND DOCUMENTS AS THE
PURCHASERS OR ITS COUNSEL SHALL REASONABLY REQUIRE INCIDENT TO THE CLOSING.
(H)
REGISTRATION RIGHTS AGREEMENT.
AT THE CLOSING, THE COMPANY SHALL
HAVE EXECUTED AND DELIVERED THE REGISTRATION RIGHTS AGREEMENT TO EACH PURCHASER.
(I)
CERTIFICATES.
THE COMPANY SHALL HAVE EXECUTED AND DELIVERED TO
THE PURCHASERS THE CERTIFICATES (IN SUCH DENOMINATIONS AS SUCH PURCHASER