no longer applicable.
SECTION 8
CONDITIONS
8.1
CONDITIONS TO EACH PARTY'S OBLIGATIONS TO CLOSE THE TRANSACTION.
THE OBLIGATION OF PURCHASER TO PURCHASE THE SHARES, AND OF THE COMPANY TO ISSUE
AND SELL THE SHARES, AT CLOSING IS SUBJECT TO THE FULFILLMENT OF THE FOLLOWING
CONDITIONS AS OF THE CLOSING DATE:
(A)
NO INJUNCTION.
NO GOVERNMENTAL AUTHORITY OF COMPETENT
JURISDICTION SHALL HAVE ENACTED, ISSUED, PROMULGATED, ENFORCED OR ENTERED ANY
STATUTE, LAW, ORDINANCE, RULE, REGULATION, JUDGMENT, DECREE, INJUNCTION OR OTHER
ORDER (WHETHER TEMPORARY, PRELIMINARY OR PERMANENT) THAT IS IN EFFECT AND
RESTRAIN, ENJOINS OR OTHERWISE PROHIBITS CONSUMMATION OF ANY TRANSACTION
CONTEMPLATED BY THIS AGREEMENT (COLLECTIVELY, AN "ORDER").
8.2
CONDITIONS TO THE OBLIGATIONS OF PURCHASER.
THE OBLIGATION OF
PURCHASER TO PURCHASE THE SHARES IS, AT THE OPTION OF PURCHASER, SUBJECT TO THE
FULFILLMENT OF THE FOLLOWING CONDITIONS AS OF THE CLOSING DATE:
(A)
REPRESENTATIONS AND WARRANTIES; COVENANTS.
(I) THE
REPRESENTATIONS AND WARRANTIES IN SECTION 3.8(2) SHALL BE TRUE AND CORRECT IN
ALL RESPECTS AS OF THE CLOSING DATE, AND (II) THE OTHER REPRESENTATIONS AND
WARRANTIES OF THE COMPANY SET FORTH IN THIS AGREEMENT (WITHOUT REGARD TO ANY
"MATERIAL," "MATERIAL ADVERSE EFFECT" OR OTHER MATERIALITY QUALIFIER) SHALL BE
TRUE AND CORRECT AT AND AS OF THE CLOSING DATE (EXCEPT TO THE EXTENT SUCH
REPRESENTATIONS AND WARRANTIES RELATE TO AN EARLIER DATE, IN WHICH CASE SUCH
REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND CORRECT ON AND AS OF SUCH
EARLIER DATE); PROVIDED HOWEVER, THAT IN THE EVENT OF A BREACH OF A
REPRESENTATION OR WARRANTY OF THE TYPE DESCRIBED IN SECTION 8.2(A)(II), THE
CONDITION SET FORTH IN THIS SECTION 8.2(A) SHALL BE DEEMED SATISFIED UNLESS THE
EFFECT OF ALL SUCH BREACHES OF REPRESENTATIONS AND WARRANTIES TAKEN TOGETHER
WOULD REASONABLY BE LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
THE COMPANY SHALL
HAVE PERFORMED OR COMPLIED IN ALL MATERIAL RESPECTS WITH ALL COVENANTS OF THE
COMPANY IN THIS AGREEMENT.
(B)
BRINGDOWN CERTIFICATE.
THE COMPANY SHALL HAVE DELIVERED TO
PURCHASER A CERTIFICATE OF THE COMPANY, EXECUTED BY AN EXECUTIVE OFFICER OF THE
COMPANY, DATED THE CLOSING DATE, AND CERTIFYING TO THE FULFILLMENT OF THE
CONDITIONS SPECIFIED IN CLAUSE (A) OF THIS SECTION 8.2.
(C)
REGULATORY APPROVALS.
ALL APPROVALS OF THE FRB AND THE DFI IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND
THE CONSUMMATION OF THE TRANSACTION BY PURCHASER SHALL HAVE BEEN MADE OR
OBTAINED (AS THE CASE MAY BE) AND SHALL REMAIN IN FULL FORCE AND EFFECT AND ALL
STATUTORY WAITING PERIODS IN RESPECT THEREOF SHALL
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HAVE EXPIRED, AND NONE OF THE APPROVALS SHALL CONTAIN ANY CONDITIONS,
RESTRICTIONS OR REQUIREMENTS WHICH WOULD REASONABLY BE LIKELY (I) FOLLOWING THE
CLOSING DATE, TO, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE
EFFECT ON PURCHASER OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OR (II)
TO BE
MATERIALLY AND UNREASONABLY BURDENSOME ON PURCHASER OR ANY OF ITS SUBSIDIARIES
OR AFFILIATES.
8.3
CONDITIONS TO CLOSING OF COMPANY.
THE COMPANY'S OBLIGATION TO
SELL AND ISSUE THE SHARES IS, AT THE OPTION OF THE COMPANY, SUBJECT TO