THE CLOSING DATE AS THOUGH
MADE ON AND AS OF SUCH DATE, EXCEPT FOR REPRESENTATIONS AND WARRANTIES THAT
SPEAK AS OF A SPECIFIC DATE.
(B)
PERFORMANCE. SUCH PURCHASER SHALL HAVE PERFORMED, SATISFIED AND
COMPLIED IN ALL MATERIAL RESPECTS WITH ALL COVENANTS, AGREEMENTS AND CONDITIONS
REQUIRED BY THE TRANSACTION DOCUMENTS TO BE PERFORMED, SATISFIED OR COMPLIED
WITH BY SUCH PURCHASER AT OR PRIOR TO THE CLOSING DATE.
(C)
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 THAT
PROHIBITS THE CONSUMMATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENTS.
(D)
CONSENTS. THE COMPANY SHALL HAVE OBTAINED IN A TIMELY FASHION ANY
AND ALL CONSENTS, PERMITS, APPROVALS, REGISTRATIONS AND WAIVERS NECESSARY FOR
CONSUMMATION OF THE PURCHASE AND SALE OF THE SHARES, ALL OF WHICH SHALL BE AND
REMAIN SO LONG AS NECESSARY IN FULL FORCE AND EFFECT.
(E)
PURCHASERS DELIVERABLES. SUCH PURCHASER SHALL HAVE DELIVERED ITS
PURCHASER DELIVERABLES IN ACCORDANCE WITH SECTION 2.2(B).
(F)
TERMINATION. THIS AGREEMENT SHALL NOT HAVE BEEN TERMINATED AS TO
SUCH PURCHASER IN ACCORDANCE WITH SECTION 6.17 HEREIN.
ARTICLE VI.
MISCELLANEOUS
6.1
FEES AND EXPENSES. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE
COMPANY'S ENGAGEMENT LETTER WITH THE PLACEMENT AGENT, THE COMPANY AND THE
PURCHASERS SHALL EACH PAY THE FEES AND EXPENSES OF THEIR RESPECTIVE ADVISERS,
COUNSEL, ACCOUNTANTS AND OTHER EXPERTS, IF ANY, AND ALL OTHER EXPENSES INCURRED
BY SUCH PARTY IN CONNECTION WITH THE NEGOTIATION, PREPARATION, EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT. THE COMPANY SHALL PAY ALL TRANSFER
AGENT FEES, STAMP TAXES AND OTHER TAXES AND DUTIES LEVIED IN CONNECTION WITH THE
SALE AND ISSUANCE OF THE SHARES TO THE PURCHASERS. EACH PARTY ACKNOWLEDGES THAT
LOWENSTEIN SANDLER PC HAS RENDERED LEGAL ADVICE TO THE PLACEMENT AGENT AND NOT
TO SUCH PARTY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND THAT
SUCH PARTY HAS RELIED FOR SUCH MATTERS ON THE ADVICE OF ITS OWN RESPECTIVE
COUNSEL.
6.2
ENTIRE AGREEMENT. THE TRANSACTION DOCUMENTS, TOGETHER WITH THE
EXHIBITS AND SCHEDULES THERETO, CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS,
UNDERSTANDINGS, DISCUSSIONS AND REPRESENTATIONS, ORAL OR WRITTEN, WITH RESPECT
TO SUCH MATTERS, WHICH THE PARTIES ACKNOWLEDGE HAVE BEEN MERGED INTO SUCH
DOCUMENTS, EXHIBITS AND SCHEDULES. AT OR AFTER THE CLOSING, AND WITHOUT FURTHER
CONSIDERATION, THE COMPANY AND THE PURCHASERS WILL EXECUTE AND DELIVER TO THE
OTHER SUCH FURTHER DOCUMENTS AS MAY BE REASONABLY REQUESTED IN ORDER TO GIVE
PRACTICAL EFFECT TO THE INTENTION OF THE PARTIES UNDER THE TRANSACTION
DOCUMENTS.
6.3
NOTICES. ANY AND ALL NOTICES OR OTHER COMMUNICATIONS OR DELIVERIES
REQUIRED OR PERMITTED TO BE PROVIDED HEREUNDER SHALL BE IN WRITING AND SHALL BE
DEEMED GIVEN AND EFFECTIVE ON THE EARLIEST OF (A) THE DATE OF TRANSMISSION, IF
SUCH NOTICE OR COMMUNICATION IS DELIVERED VIA FACSIMILE (PROVIDED THE SENDER
RECEIVES A MACHINE-GENERATED CONFIRMATION OF SUCCESSFUL TRANSMISSION) AT THE
FACSIMILE NUMBER SPECIFIED IN THIS SECTION PRIOR TO