CONDITIONS:
(A)
IN ACCORDANCE WITH SECTION 14A:10-3 OF THE
NJBCA, THIS AGREEMENT SHALL HAVE BEEN APPROVED BY THE REQUISITE SHAREHOLDER VOTE
OF INTERLINE NJ.
THE "REQUISITE SHAREHOLDER VOTE" MEANS THE ADOPTION OF THIS
AGREEMENT BY (I) THE SHAREHOLDERS OF INTERLINE NJ HOLDING AT LEAST SIXTY PERCENT
(60%) OF THE INTERLINE NJ COMMON ENTITLED TO VOTE THEREON, (II) THE SHAREHOLDERS
OF INTERLINE HOLDING AT LEAST SIXTY PERCENT (60%) OF THE OUTSTANDING SHARES OF
INTERLINE NJ PREFERRED ENTITLED TO VOTE THEREON AND (III) A MAJORITY OF
SHAREHOLDERS OF INTERLINE NJ ENTITLED TO VOTE THEREON.
(B)
THE REPRESENTATIONS AND WARRANTIES CONTAINED
IN ARTICLE III HEREOF SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND
AS OF THE EFFECTIVE TIME AS IF MADE ON AND AS OF SUCH DATE.
4.2
AMENDMENTS.
AT ANY TIME PRIOR TO THE
EFFECTIVE TIME, THIS AGREEMENT MAY BE AMENDED, MODIFIED OR SUPPLEMENTED BY THE
PARTIES HERETO, SO LONG AS (A) NO AMENDMENT THAT REQUIRES SHAREHOLDER APPROVAL
UNDER APPLICABLE LAWS SHALL BE MADE WITHOUT SUCH REQUIRED APPROVAL AND (B) SUCH
AMENDMENT, MODIFICATION OR SUPPLEMENT HAS BEEN DULY APPROVED BY THE BOARD OF
DIRECTORS OF EACH OF THE PARTIES HERETO.
4.3
WAIVER.
AT ANY TIME PRIOR TO THE EFFECTIVE
TIME, THE PARTIES HERETO BY ACTION TAKEN BY THEIR RESPECTIVE BOARDS OF DIRECTORS
MAY (A) WAIVE ANY INACCURACIES IN
9
THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN OR IN ANY DOCUMENT DELIVERED
PURSUANT HERETO AND (B) WAIVE COMPLIANCE WITH ANY OF THE AGREEMENTS OR
CONDITIONS CONTAINED HEREIN; PROVIDED, HOWEVER, THAT THE PARTIES MAY NOT WAIVE
COMPLIANCE WITH THE CONDITIONS SET FORTH IN SECTION 4.1(A) HEREOF.
ANY
AGREEMENT ON THE PART OF A PARTY HERETO TO ANY SUCH EXTENSION OR WAIVER SHALL BE
VALID ONLY IF SET FORTH IN AN INSTRUMENT IN WRITING SIGNED ON BEHALF OF SUCH
PARTY.
4.4
TERMINATION.
THIS AGREEMENT MAY BE
TERMINATED AT ANY TIME PRIOR TO THE EFFECTIVE TIME, NOTWITHSTANDING THE APPROVAL
BY THE SHAREHOLDERS OF ANY OR ALL OF INTERLINE NJ, HOLDCO OR SUBCO, (A) BY
MUTUAL CONSENT OF THE RESPECTIVE BOARDS OF DIRECTORS OF INTERLINE NJ, HOLDCO AND
SUBCO OR (B) BY ANY OF INTERLINE NJ, HOLDCO OR SUBCO IF THE MERGER SHALL NOT
HAVE BEEN CONSUMMATED ON OR BEFORE JANUARY 31, 2005 (OR SUCH LATER DATE AS MAY
BE AGREED TO BY INTERLINE NJ, HOLDCO AND SUBCO IN WRITING).
IN THE EVENT OF THE
TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH THE PREVIOUS SENTENCE, THIS
AGREEMENT SHALL THEREAFTER BECOME VOID AND HAVE NO EFFECT AND NO PARTY HERETO
SHALL HAVE ANY LIABILITY TO THE OTHER PARTIES HERETO OR ITS SHAREHOLDERS OR
DIRECTORS OR OFFICERS IN RESPECT THEREOF.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.1
NON-SURVIVAL OF REPRESENTATIONS AND
WARRANTIES.
ALL REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT OR IN ANY
INSTRUMENT DELIVERED PURSUANT TO THIS AGREEMENT SHALL NOT SURVIVE THE EFFECTIVE
TIME.
5.2
FURTHER ASSURANCES.
EACH OF THE PARTIES
AGREES TO EXECUTE SUCH DOCUMENTS AND INSTRUMENTS AND TO TAKE WHATEVER ACTION MAY
BE NECESSARY OR DESIRABLE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY,
INCLUDING TO EFFECT THE