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This excerpt taken from the AYR 8-K filed Oct 4, 2007. No Conflicts. The execution and delivery by such Selling Shareholder of, and the performance of such Selling Shareholder of its obligations under this Agreement, the sale of the Shares to be sold by such Selling Shareholder and the consummation by such Selling Shareholder of the transactions contemplated herein or therein or by the Time of Sale Information and the Prospectus will not contravene (i) any provision of applicable law, or the certificate of incorporation, by-laws or any other organizational or constitutive documents of such Selling Shareholder (if such Selling Shareholder is not a natural person), (ii) any agreement or other instrument binding upon such Selling Shareholder or (iii) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such
Selling Shareholder, except, with respect to clauses (ii) and (iii) above, such contraventions as would not have a material adverse effect on such Selling Shareholder and would not prevent or materially interfere with the consummation by such Selling Shareholder of the transactions contemplated hereby; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement, except (i) such as may be required by the securities or Blue Sky laws of the various states or the laws of any foreign jurisdiction in connection with the offer and sale of the Shares and (ii) where the failure to obtain such consent approval, authorization, order or qualification, individually or in the aggregate, would not have a material adverse effect on such Selling Shareholder and would not prevent or materially interfere with the consummation of the transactions contemplated
by this Agreement.
(c) |
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