THE SUCH PARTY'S
REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT NOT TO BE CORRECT AND/OR
COMPLETE.
EACH PARTY SHALL GIVE PROMPT WRITTEN NOTICE TO THE OTHER PARTIES OF
ANY ADVERSE DEVELOPMENT CAUSING A BREACH OF ANY OF THE REPRESENTATIONS AND
WARRANTIES IN ARTICLES 3 AND 4 AS OF THE DATE MADE.
5.8
MEETING OF THE SHAREHOLDERS.
PROMPTLY AFTER THE DATE HEREOF, IF
REQUIRED UNDER APPLICABLE LAW AND SUBJECT TO SEC REVIEW OF THE JOINT PROXY
REGISTRATION STATEMENT, EACH PARTY WILL TAKE ALL ACTION NECESSARY IN ACCORDANCE
WITH ITS ARTICLES OF INCORPORATION AND BY-LAWS, OR OTHER CHARTER OR
ORGANIZATIONAL DOCUMENTS, TO CONVENE A MEETING OF THEIR RESPECTIVE SHAREHOLDERS,
OR SEEK THE WRITTEN CONSENT OF ITS SHAREHOLDERS TO CONSIDER THE ADOPTION AND
APPROVAL OF THIS AGREEMENT AND APPROVAL OF THE MERGER TO BE HELD AS PROMPTLY AS
PRACTICABLE.
EACH PARTY, IF REQUIRED, WILL USE ITS REASONABLE EFFORTS TO
SOLICIT FROM ITS SHAREHOLDERS PROXIES IN FAVOR OF THE ADOPTION AND APPROVAL OF
THIS AGREEMENT AND THE APPROVAL OF THE MERGER.
5.9
DISCLOSURE SCHEDULE.
EACH PARTY SHALL, FROM TIME TO TIME PRIOR TO
CLOSING, SUPPLEMENT THE DISCLOSURE SCHEDULES ATTACHED HERETO WITH ADDITIONAL
INFORMATION THAT, IF EXISTING OR KNOWN TO IT ON THE DATE OF DELIVERY TO THE
OTHER PARTY, WOULD HAVE BEEN REQUIRED TO BE INCLUDED
26
THEREIN.
FOR PURPOSES OF DETERMINING THE SATISFACTION OF ANY OF THE CONDITIONS
TO THE OBLIGATIONS OF ANY PARTY IN ARTICLE 6, THE DISCLOSURE SCHEDULES OF SUCH
PARTY SHALL BE DEEMED TO INCLUDE ONLY (A) THE INFORMATION CONTAINED THEREIN ON
THE DATE OF THIS AGREEMENT AND (B) INFORMATION ADDED TO THE SUCH PARTY'S
DISCLOSURE SCHEDULE BY WRITTEN SUPPLEMENTS DELIVERED PRIOR TO CLOSING BY SUCH
PARTY (I) ARE ACCEPTED IN WRITING BY THE RECEIVING PARTY, OR (II) REFLECT
ACTIONS TAKEN OR EVENTS OCCURRING AFTER THE DATE HEREOF PRIOR TO CLOSING.
5.10
STATE STATUTES.
THE PARTIES AND THEIR RESPECTIVE BOARD OF
DIRECTORS SHALL, IF ANY STATE TAKEOVER STATUTE OR SIMILAR LAW IS OR BECOMES
APPLICABLE TO THE MERGER, THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT, USE ALL REASONABLE EFFORTS TO ENSURE THAT THE MERGER AND THE
OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT MAY BE CONSUMMATED AS PROMPTLY
AS PRACTICABLE ON THE TERMS CONTEMPLATED BY THIS AGREEMENT AND OTHERWISE TO
MINIMIZE THE EFFECT OF SUCH STATUTE OR REGULATION ON THE MERGER, THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREBY.
5.11
CONDUCT OF BUSINESS.
THE PARTIES MUTUALLY AGREE THAT DURING THE
PERIOD FROM THE DATE OF THIS AGREEMENT AND CONTINUING UNTIL THE EARLIER OF THE
TERMINATION OF THIS AGREEMENT PURSUANT TO THE PROVISIONS OF ARTICLE 8 HEREOF OR
THE CLOSING, THE COMPANY, PARENT AND MERGER SUB EACH SHALL (UNLESS OTHERWISE
REQUIRED BY THIS AGREEMENT OR COMPANY HAS GIVEN ITS PRIOR WRITTEN CONSENT TO
PARENT OR MERGER SUB OR PARENT HAS GIVEN ITS PRIOR WRITTEN CONSENT TO THE
COMPANY, AS THE CASE MAY BE) CARRY ON ITS BUSINESS IN THE ORDINARY COURSE
CONSISTENT WITH PAST PRACTICE, TO PAY ITS TAXES AND OTHER OBLIGATIONS CONSISTENT
WITH ITS PAST PRACTICES, TO PAY