(A) DID NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN
ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING AND (B) COMPLIED IN ALL MATERIAL RESPECTS WITH
THE APPLICABLE REQUIREMENTS OF THE EXCHANGE ACT AND THE SECURITIES ACT, AS THE
CASE MAY BE, AND THE APPLICABLE RULES AND REGULATIONS OF THE SEC THEREUNDER. THE
FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN THE COMPANY SEC DOCUMENTS COMPLY
AS TO FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND
WITH THE PUBLISHED RULES AND REGULATIONS OF THE SEC WITH RESPECT THERETO, HAVE
BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
APPLIED ON A CONSISTENT BASIS DURING THE PERIODS INVOLVED (EXCEPT AS MAY BE
INDICATED IN THE NOTES THERETO OR, IN THE CASE OF THE UNAUDITED STATEMENTS, AS
PERMITTED BY FORM 10-Q OF THE SEC) AND FAIRLY PRESENT (SUBJECT, IN THE CASE OF
THE UNAUDITED STATEMENTS, TO NORMAL, RECURRING AUDIT ADJUSTMENTS) THE
CONSOLIDATED FINANCIAL POSITION OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES
AS AT THE DATES THEREOF AND THE CONSOLIDATED RESULTS OF THEIR OPERATIONS AND
CASH FLOWS FOR THE PERIODS THEN ENDED.
SECTION 4.06.
OPINION OF FINANCIAL ADVISOR.
THE EXPLORATORY COMMITTEE OF THE
COMPANY'S BOARD OF DIRECTORS HAS RECEIVED THE OPINION OF RAYMOND JAMES &
ASSOCIATES, INC., DATED JUNE 18, 2002, TO THE EFFECT THAT, AS OF SUCH DATE, THE
CONSIDERATION TO BE RECEIVED PURSUANT TO THE OFFER AND THE MERGER BY THE
INDEPENDENT SHAREHOLDERS IS FAIR TO THE INDEPENDENT SHAREHOLDERS FROM A
FINANCIAL POINT OF VIEW.
SECTION 4.07.
VOTE REQUIRED.
THE AFFIRMATIVE VOTE OF THE HOLDERS OF BOTH (A) A
MAJORITY OF THE OUTSTANDING SHARES OF COMPANY COMMON STOCK ENTITLED TO VOTE
THEREON AND (B) A MAJORITY OF THE OUTSTANDING SHARES OF COMPANY COMMON STOCK
HELD BY THE INDEPENDENT SHAREHOLDERS ARE THE ONLY VOTES OF THE HOLDERS OF ANY
CLASS OR SERIES OF THE COMPANY'S CAPITAL STOCK NECESSARY TO APPROVE THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB
Parent and Sub represent and warrant, jointly and severally, to the Company as
follows:
10
SECTION 5.01.
ORGANIZATION.
EACH OF PARENT AND SUB IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS INCORPORATION AND HAS ALL REQUISITE CORPORATE POWER AND
CORPORATE AUTHORITY AND ALL NECESSARY GOVERNMENTAL APPROVALS TO OWN, LEASE AND
OPERATE ITS PROPERTIES AND TO CARRY ON ITS BUSINESS AS NOW BEING CONDUCTED
EXCEPT WHERE THE FAILURE TO BE SO ORGANIZED, EXISTING AND IN GOOD STANDING OR TO
HAVE SUCH POWER, AUTHORITY, AND GOVERNMENTAL APPROVALS WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT ON THE ABILITY OF PARENT AND SUB TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. PARENT IS DULY QUALIFIED OR LICENSED TO DO
BUSINESS AND IN GOOD STANDING IN EACH JURISDICTION IN WHICH THE PROPERTY OWNED,
LEASED OR OPERATED BY IT OR THE NATURE OF