ENGAGING IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND HAS
ENGAGED IN NO OTHER BUSINESS ACTIVITIES AND HAVE CONDUCTED THEIR OPERATIONS ONLY
AS CONTEMPLATED IN THIS AGREEMENT.
5.8
BROKERS.
NEITHER THK NOR MOREX MERGER SUB HAS EMPLOYED ANY
FINANCIAL ADVISOR, BROKER OR FINDER, AND NEITHER THK NOR MOREX MERGER SUB HAS
INCURRED AND WILL NOT INCUR ANY BROKER'S, FINDER'S, INVESTMENT BANKING OR
SIMILAR FEES, COMMISSIONS OR EXPENSES IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
5.9
MATERIAL INFORMATION.
ALL MATERIAL INFORMATION CONCERNING THK
AND MOREX MERGER SUB HAS BEEN MADE AVAILABLE TO THE MEMBERS AND MOREX
(INCLUDING, WITHOUT LIMITATION, PURSUANT TO A LETTER TO THE MEMBERS DATED
JANUARY 13, 2006).
THK HAS COMPLIED WITH ALL SEC RULES AND REGULATIONS
REGARDING THE PUBLIC DISCLOSURE OF MATERIAL INFORMATION, ALL SEC REPORTS MADE BY
THK ARE TRUE AND COMPLETE IN ALL MATERIAL RESPECTS AS OF THE DATE OF SUCH
REPORTS AND NONE OF THE SEC REPORTS MADE BY THK CONTAIN ANY OMISSION OF A
MATERIAL FACT AS OF THE DATE OF SUCH REPORTS, EXCEPT, IN EACH CASE, TO THE
EXTENT THAT AN SEC REPORT HAS BEEN AMENDED, REVISED OR SUPERSEDED BY A
SUBSEQUENT FILING WITH THE SEC MADE PRIOR TO THE DATE HEREOF.
ARTICLE VI
CLOSING DELIVERIES
6.1
MOREX/MEMBER DELIVERIES.
AT THE CLOSING, MOREX AND THE MEMBERS,
TO THE EXTENT APPLICABLE, SHALL TAKE THE FOLLOWING ACTIONS:
(A)
MOREX SHALL DELIVER TO THK, IN A FORM REASONABLY SATISFACTORY TO
THK, AN AFFIDAVIT OF MOREX, ISSUED PURSUANT TO AND IN COMPLIANCE WITH TREASURY
REGULATIONS SECTIONS 1.897-2(H) AND 1.1445-2(C)(3) AND DATED AS OF THE CLOSING
DATE, CERTIFYING THAT AN INTEREST IN MOREX IS NOT A U.S. REAL PROPERTY INTEREST
WITHIN THE MEANING OF SECTION 897 OF THE CODE;
(B)
THE MEMBERS SHALL CONVEY, GIVE, GRANT, ASSIGN AND TRANSFER TO
MOREX SURVIVING LLC, ANY AND ALL RIGHTS, TITLES AND INTERESTS OF ANY NATURE
WHATSOEVER THAT THE MEMBERS MAY HAVE IN, OR TO, THE OWNERSHIP OR USE OF ANY AND
ALL INTELLECTUAL PROPERTY USED IN OR ASSOCIATED WITH MOREX OR THE BUSINESS AND
NOT OTHERWISE TRANSFERRED TO MOREX PRIOR TO THE CLOSING;
(C)
EXCEPT FOR RM'S INTEREST IN VENDARE MEDIA, THE MEMBERS SHALL
CONVEY, GIVE, GRANT, ASSIGN AND TRANSFER TO MOREX SURVIVING LLC, ANY AND ALL
RIGHTS, TITLES AND INTERESTS OF ANY NATURE WHATSOEVER, LEGAL OR BENEFICIAL,
ACTIVE OR PASSIVE, THAT THE MEMBERS MAY HAVE IN, OR TO ANY OTHER PERSON,
BUSINESS OR "WEBSITE" INVOLVING THE SALE OR PROVISION OF INFORMATION, GOODS OR
SERVICES OVER THE INTERNET, IT BEING EXPRESSLY ACKNOWLEDGED AND AGREED BY THE
MEMBERS THAT IT IS THE INTENT OF THE PARTIES AND OF THIS AGREEMENT THAT
FOLLOWING THE MERGER THE MEMBERS' ONLY BUSINESSES OF ANY NATURE WHATSOEVER
INVOLVING THE INTERNET, WILL BE THEIR RESPECTIVE INTEREST IN THK AND MOREX
SURVIVING LLC;
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(D)
EACH OF LE, RM AND TM SHALL EXECUTE AND DELIVER THE EMPLOYMENT
AGREEMENTS SET FORTH IN EXHIBIT C HERETO;
(E)
EACH MEMBER SHALL EXECUTE AND DELIVER THE REGISTRATION RIGHTS
AGREEMENT IN THE FORM SET FORTH IN EXHIBIT A HERETO;
(F)