THE BOARD OF
DIRECTORS OF EACH SELLER WILL GRANT SUCH APPROVALS AND TAKE SUCH ACTIONS AS ARE
NECESSARY SO THAT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE
ANCILLARY AGREEMENTS MAY BE CONSUMMATED AS PROMPTLY AS PRACTICABLE ON THE TERMS
CONTEMPLATED HEREBY AND OTHERWISE ACT TO ELIMINATE THE EFFECTS OF ANY TAKEOVER
STATUTE ON ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 5.9
SELLER DISSOLUTION.
EACH SELLER HEREBY COVENANTS THAT
IT WILL NOT, NOR WILL IT PERMIT ITS REPRESENTATIVES TO, DISSOLVE OR TAKE ANY
MEASURES TO CAUSE THE DISSOLUTION OF SUCH SELLER AT ANY TIME PRIOR TO ONE YEAR
AND ONE MONTH AFTER THE CLOSING DATE.
SECTION 5.10
PRESERVATION OF BOOKS AND RECORDS.
THE SELLERS AND THEIR
AFFILIATES SHALL HAVE THE RIGHT TO RETAIN COPIES OF ALL BOOKS AND RECORDS OF THE
BUSINESS RELATING TO PERIODS ENDING ON OR PRIOR TO THE CLOSING DATE.
THE
ACQUIRER AGREES THAT EACH SHALL PRESERVE AND KEEP, OR CAUSE TO BE PRESERVED AND
KEPT, ALL ORIGINAL BOOKS AND RECORDS IN RESPECT OF THE BUSINESS IN THE
POSSESSION OF ACQUIRER OR ITS AFFILIATES FOR THE SHORTER OF (I) ANY APPLICABLE
STATUTE OF LIMITATIONS, (II) A PERIOD OF SIX YEARS FROM THE CLOSING DATE AND
(III) SUCH DATE AS IS 60 DAYS AFTER THE NOTICE PROVIDED IN THE PENULTIMATE
SENTENCE OF THIS SECTION 5.10.
DURING SUCH PERIOD, REPRESENTATIVES OF THE
SELLERS AND THEIR AFFILIATES SHALL, UPON REASONABLE NOTICE AND FOR ANY
REASONABLE BUSINESS PURPOSE, HAVE ACCESS DURING NORMAL BUSINESS HOURS TO
EXAMINE, INSPECT AND COPY SUCH BOOKS AND RECORDS.
BEFORE THE ACQUIRER OR ANY
AFFILIATE SHALL DISPOSE OF ANY OF SUCH BOOKS AND RECORDS, THE ACQUIRER SHALL
GIVE AT LEAST 60 DAYS' PRIOR WRITTEN NOTICE OF SUCH INTENTION TO DISPOSE TO THE
SELLERS, AND THE SELLERS OR ANY OF THEIR AFFILIATES SHALL BE GIVEN AN
OPPORTUNITY, AT THEIR COST AND EXPENSE, TO REMOVE AND RETAIN ALL OR ANY PART OF
SUCH BOOKS AND RECORDS AS THEY MAY ELECT.
ANY INFORMATION PROVIDED PURSUANT TO
THIS SECTION 5.10 SHALL BE DEEMED CONFIDENTIAL INFORMATION AS SUCH TERM IS
DEFINED IN THE CONFIDENTIALITY AGREEMENT AND THE OBLIGATIONS SET FORTH IN THE
CONFIDENTIALITY AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AS TO ANY
INFORMATION PROVIDED IN ACCORDANCE WITH THIS SECTION 5.10 UNTIL SIX YEARS
FOLLOWING THE CLOSING DATE.
SECTION 5.11
EMPLOYEE MATTERS.
(A)
OFFER OF EMPLOYMENT.
NO LATER THAN FOUR (4) BUSINESS DAYS PRIOR
TO, AND EFFECTIVE AS OF (AND SUBJECT TO THE OCCURRENCE OF), THE CLOSING DATE,
ACQUIRER WILL MAKE AN OFFER OF EMPLOYMENT TO NOT LESS THAN 75% OF THE
INDIVIDUALS EMPLOYED BY THE SELLERS AS OF THE DATE HEREOF (INCLUDING, WITHOUT
LIMITATION, EACH EMPLOYEE OF THE SELLERS THEN ON SHORT-TERM DISABILITY LEAVE,
FAMILY OR MEDICAL LEAVE, MILITARY LEAVE OR SIMILAR APPROVED LEAVE OF ABSENCE)
(EACH A "COMPANY EMPLOYEE"). SUCH OFFER OF EMPLOYMENT WILL:
33
(I)
WITH RESPECT TO EMPLOYEES OF THE US SELLER, BE AN OFFER FOR "AT
WILL" EMPLOYMENT AND WILL: (A) BE SET FORTH IN OFFER LETTERS ON ACQUIRER'S
STANDARD FORM, (B) BE SUBJECT TO