SHALL
BE TRUE AND CORRECT IN ALL RESPECTS AT AND AS OF THE CLOSING DATE AS THOUGH THEN
MADE AND AS THOUGH THE CLOSING DATE HAD BEEN SUBSTITUTED FOR THE DATE OF THIS
AGREEMENT THROUGHOUT SUCH REPRESENTATIONS AND WARRANTIES, EXCEPT THAT ANY SUCH
REPRESENTATION OR WARRANTY EXPRESSLY MADE AS OF A SPECIFIED DATE SHALL ONLY NEED
TO HAVE BEEN TRUE ON AND AS OF SUCH DATE (IT BEING UNDERSTOOD THAT, IN
DETERMINING THE ACCURACY OF SUCH REPRESENTATIONS AND WARRANTIES FOR PURPOSES OF
THIS SECTION 8.02(A), ANY DISCOVERY OF INFORMATION BY THE COMPANY SHALL BE
DISREGARDED);
(B)
C&T AND MERGER SUB SHALL HAVE PERFORMED OR COMPLIED WITH IN ALL
MATERIAL RESPECTS OF ALL THE COVENANTS AND AGREEMENTS REQUIRED TO BE PERFORMED
OR COMPLIED WITH BY THEM UNDER THIS AGREEMENT PRIOR TO THE CLOSING;
(C)
THERE SHALL NOT BE THREATENED, INSTITUTED OR PENDING ANY ORDER,
ACTION OR PROCEEDING, BEFORE ANY GOVERNMENTAL ENTITY, (I) CHALLENGING OR SEEKING
TO MAKE ILLEGAL, OR TO DELAY OR OTHERWISE DIRECTLY OR INDIRECTLY RESTRAIN OR
PROHIBIT, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR SEEKING TO
OBTAIN MATERIAL DAMAGES IN CONNECTION WITH SUCH TRANSACTIONS, (II) SEEKING TO
INVALIDATE OR RENDER UNENFORCEABLE ANY MATERIAL PROVISION OF THIS AGREEMENT OR
ANY OF THE OTHER TRANSACTION DOCUMENTS OR (III) OTHERWISE RELATING TO AND
MATERIALLY ADVERSELY AFFECTING THE TRANSACTIONS CONTEMPLATED HEREBY;
(D)
THE COMPANY SHALL HAVE OBTAINED
APPROVAL OF THE MERGER AND THIS
AGREEMENT FROM ITS SHAREHOLDERS, AS MAY BE REQUIRED BY SECTION 903 OF THE NYBCL
AND ITS CERTIFICATE OF INCORPORATION AND BYLAWS (AND IN THIS CONNECTION THE
COMPANY SHALL HAVE OBTAINED A SATISFACTORY "FAIRNESS OPINION");
(E)
THERE SHALL NOT BE ANY ACTION TAKEN, OR ANY LAW ENACTED, ENTERED,
ENFORCED, PROMULGATED, ISSUED OR DEEMED APPLICABLE TO THE TRANSACTIONS
CONTEMPLATED HEREBY BY ANY GOVERNMENTAL ENTITY WHICH WOULD REASONABLY BE
EXPECTED TO RESULT, DIRECTLY OR INDIRECTLY, IN ANY OF THE CONSEQUENCES REFERRED
TO IN SECTION 8.02(C);
(F)
ON THE CLOSING DATE, C&T SHALL HAVE DELIVERED TO THE COMPANY:
(I)
A CERTIFICATE OF THE APPROPRIATE OFFICER OF EACH OF C&T AND
MERGER SUB, DATED THE CLOSING DATE, STATING THAT THE CONDITIONS PRECEDENT SET
FORTH IN SECTIONS 8.02(A) AND (B) HAVE BEEN SATISFIED;
(II)
A COPY OF THE TEXT OF THE RESOLUTIONS ADOPTED BY THE BOARD OF
DIRECTORS OF EACH OF C&T AND MERGER SUB AUTHORIZING THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND THE
CONSUMMATION OF ALL OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, ALONG
54
WITH CERTIFICATES, DATED AS OF THE CLOSING DATE, EXECUTED ON BEHALF OF C&T AND
MERGER SUB BY THE CORPORATE SECRETARY OR ASSISTANT SECRETARY OF C&T AND MERGER
SUB CERTIFYING TO THE COMPANY (A) THAT SUCH COPIES ARE TRUE, CORRECT AND
COMPLETE COPIES OF SUCH RESOLUTIONS, RESPECTIVELY, (B) THAT SUCH RESOLUTIONS
WERE DULY ADOPTED AND HAVE NOT BEEN AMENDED OR RESCINDED AND (C) AS TO THE
INCUMBENCY AND AUTHORITY OF THE OFFICER(S) OF C&T AND MERGER SUB WHO EXECUTED
THIS AGREEMENT AND THE TRANSACTION DOCUMENTS; AND
(III)
SUCH OTHER CERTIFICATES, DOCUMENTS AND INSTRUMENTS