IN SUCH AMOUNTS AND
AGAINST SUCH LOSSES AND RISKS AS ARE CONSISTENT WITH INDUSTRY PRACTICE FOR
COMPANIES ENGAGED IN BUSINESSES SIMILAR TO THOSE OF THE COMPANY AND EACH OF ITS
SUBSIDIARIES (TAKING INTO ACCOUNT THE COST AND AVAILABILITY OF SUCH INSURANCE)
AND, IN THE REASONABLE JUDGMENT OF SENIOR MANAGEMENT OF THE COMPANY, ARE
ADEQUATE TO PROTECT THE PROPERTIES AND BUSINESSES OF THE COMPANY AND EACH OF ITS
SUBSIDIARIES AND ALL PREMIUMS DUE THEREUNDER HAVE BEEN PAID.
NONE OF THE
COMPANY OR ITS SUBSIDIARIES HAS BEEN REFUSED ANY INSURANCE WITH RESPECT TO ITS
BUSINESS, PROPERTIES OR ASSETS, NOR HAS ITS COVERAGE BEEN LIMITED, BY ANY
INSURANCE CARRIER TO WHICH IT HAS APPLIED FOR ANY SUCH INSURANCE WITH WHICH IT
HAS CARRIED INSURANCE SINCE JANUARY 1, 2004.
SCHEDULE 2.24 OF THE COMPANY
LETTER LISTS ALL CLAIMS OF THE COMPANY AND EACH OF ITS SUBSIDIARIES RELATED TO
THE BUSINESSES, ASSETS OR PROPERTIES OF THE COMPANY OR SUCH SUBSIDIARY, AS THE
CASE MAY BE, WHICH ARE CURRENTLY PENDING OR WHICH HAVE BEEN MADE WITH AN
INSURANCE CARRIER SINCE JANUARY 1, 2004.
FROM JANUARY 1, 2002 TO THE DATE
HEREOF, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS RECEIVED NOTICE OF
CANCELLATION OF ANY COMPANY INSURANCE POLICY.
24
SECTION 2.25
INVESTMENT COMPANY ACT OF 1940.
NEITHER THE COMPANY NOR
ANY OF ITS SUBSIDIARIES IS, OR AT THE CLOSING DATE WILL BE, REQUIRED TO BE
REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED.
SECTION 2.26
OPINION OF FINANCIAL ADVISOR.
THE BOARD OF DIRECTORS OF
THE COMPANY HAS RECEIVED THE WRITTEN OPINION OF CITIGROUP GLOBAL MARKETS INC.
(THE "COMPANY FINANCIAL ADVISOR" OR "CITIGROUP"), DATED AS OF OCTOBER 6, 2005,
TO THE EFFECT THAT, AS OF SUCH DATE, THE CONSIDERATION TO BE RECEIVED BY HOLDERS
OF THE SHARES PURSUANT TO THIS AGREEMENT IS FAIR TO SUCH HOLDERS FROM A
FINANCIAL POINT OF VIEW.
A COPY OF THE WRITTEN OPINION OF THE COMPANY FINANCIAL
ADVISOR HAS BEEN DELIVERED TO PARENT.
TO THE KNOWLEDGE OF THE COMPANY, AS OF
THE DATE HEREOF, THE COMPANY FINANCIAL ADVISOR HAS NOT WITHDRAWN SUCH OPINION OR
INFORMED THE BOARD OF DIRECTORS OF THE COMPANY THAT IT MAY NOT RELY ON SUCH
OPINION.
SECTION 2.27
REQUIRED VOTE OF COMPANY STOCKHOLDERS.
THE AFFIRMATIVE
VOTE OF THE HOLDERS OF TWO-THIRDS OF THE OUTSTANDING SHARES OF THE COMPANY
COMMON STOCK IS REQUIRED TO APPROVE THE MERGER.
NO OTHER VOTE OF THE
STOCKHOLDERS OF THE COMPANY IS REQUIRED BY LAW, THE ARTICLES OF AMENDMENT AND
RESTATEMENT OF THE COMPANY, AS AMENDED, OR THE BY-LAWS OF THE COMPANY OR
OTHERWISE IN ORDER FOR THE COMPANY TO CONSUMMATE THE MERGER AND THE TRANSACTIONS
CONTEMPLATED HEREBY.
SECTION 2.28
CERTAIN INFORMATION.
NONE OF THE INFORMATION SUPPLIED BY
THE COMPANY OR ITS SUBSIDIARIES FOR INCLUSION OR INCORPORATION BY REFERENCE IN
THE PROXY STATEMENT RELATING TO THE COMPANY STOCKHOLDERS' MEETING (AS DEFINED IN
SECTION 4.2(A)) (TOGETHER WITH ANY AMENDMENTS THEREOF OR SUPPLEMENTS THERETO,
THE "PROXY STATEMENT") WILL, AT THE TIME FILED WITH THE SEC, CONTAIN ANY UNTRUE