AND EACH ANCILLARY AGREEMENT TO
WHICH IT IS A PARTY WILL AFTER THE EXECUTION THEREOF CONSTITUTE, ITS LEGAL,
VALID AND BINDING OBLIGATION.
(C)
NO CONFLICTS; CONSENTS. NEITHER THE EXECUTION AND THE DELIVERY OF
THIS AGREEMENT, NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY
(INCLUDING THE TRANSFER OF THE SHARES REFERRED TO IN §2 ABOVE), WILL (I) VIOLATE
ANY CONSTITUTION, STATUTE, REGULATION, RULE, INJUNCTION, JUDGMENT, ORDER,
DECREE, RULING, CHARGE, OR OTHER RESTRICTION OF ANY GOVERNMENT, GOVERNMENTAL
AGENCY, OR COURT TO WHICH THE BUYER IS SUBJECT OR ANY PROVISION OF ITS CHARTER,
BYLAWS OR OTHER GOVERNING CERTIFICATES AND AGREEMENTS OR (II) CONFLICT WITH,
RESULT IN A BREACH OF, CONSTITUTE A DEFAULT UNDER, RESULT IN THE ACCELERATION
OF, CREATE IN ANY PARTY THE RIGHT TO ACCELERATE, TERMINATE, MODIFY, OR CANCEL,
OR REQUIRE ANY NOTICE UNDER ANY AGREEMENT, CONTRACT, LEASE, LICENSE, INSTRUMENT,
OR OTHER ARRANGEMENT TO WHICH THE BUYER IS A PARTY OR BY WHICH IT IS BOUND OR TO
WHICH ANY OF ITS ASSETS IS SUBJECT. THE BUYER DOES NOT NEED TO GIVE ANY NOTICE
TO, MAKE ANY FILING WITH, OR OBTAIN ANY AUTHORIZATION, CONSENT, OR APPROVAL OF
ANY GOVERNMENT OR GOVERNMENTAL AGENCY IN ORDER FOR THE PARTIES TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING THE TRANSFER OF THE
SHARES REFERRED TO IN §2 ABOVE).
(D)
BROKERS' FEES. THE BUYER HAS NO LIABILITY OR OBLIGATION TO PAY ANY
FEES OR COMMISSIONS TO ANY BROKER, FINDER OR AGENT WITH RESPECT TO THE
ACQUISITION OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(E)
FINANCING. AS OF THE DATE HEREOF, THE BUYER HAS SUFFICIENT FUNDS
CURRENTLY AVAILABLE TO IT IN AN AGGREGATE AMOUNT SUFFICIENT TO FUND THE PURCHASE
PRICE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
5. PRE-CLOSING COVENANTS. THE PARTIES AGREE AS FOLLOWS WITH RESPECT TO THE
PERIOD BETWEEN THE EXECUTION OF THIS AGREEMENT AND THE CLOSING:
(A)
GENERAL. EACH OF THE PARTIES WILL USE ITS BEST EFFORTS TO TAKE ALL
ACTION AND TO DO ALL THINGS NECESSARY, PROPER, OR ADVISABLE IN ORDER TO
CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
(INCLUDING SATISFACTION OF THE CLOSING CONDITIONS SET FORTH IN §8 BELOW).
(B)
NOTICES AND CONSENTS. THE COMPANY WILL GIVE ANY NOTICES TO THIRD
PARTIES AND THE COMPANY WILL USE ITS BEST EFFORTS TO OBTAIN ANY THIRD PARTY
CONSENTS, THAT THE BUYER REASONABLY MAY REQUEST IN CONNECTION WITH THE MATTERS
REFERRED TO IN §3(D) ABOVE. EACH OF THE PARTIES WILL GIVE ANY NOTICES TO, MAKE
ANY FILINGS WITH AND USE ITS REASONABLE BEST EFFORTS TO OBTAIN ANY
AUTHORIZATIONS, CONSENTS AND APPROVALS OF GOVERNMENTS AND GOVERNMENTAL AGENCIES
IN CONNECTION WITH THE MATTERS REFERRED TO IN §3(D) AND §4(C) ABOVE.
(C)
OPERATION OF BUSINESS. BETWEEN THE DATE OF THIS AGREEMENT AND THE
CLOSING, EXCEPT AS SET FORTH ON EXHIBIT 5(C) ATTACHED HERETO, THE COMPANY SHALL
(AND THE SHAREHOLDERS SHALL CAUSE THE COMPANY TO):
(I)
CONDUCT ITS BUSINESS ONLY IN THE ORDINARY COURSE OF BUSINESS;
PROVIDED, HOWEVER, THAT THE COMPANY SHALL HAVE THE RIGHT, PRIOR TO THE CLOSING,
TO BORROW MONEY PURSUANT TO THE