PROVIDED BY THE SHAREHOLDER IN WRITING AT LEAST FIVE BUSINESS DAYS PRIOR TO THE
CLOSING DATE (WHICH WIRE INSTRUCTIONS MAY DESIGNATE A SINGLE ACCOUNT TO WHICH
PAYMENT TO ALL SELLING PARTIES IS TO BE MADE ON AN AGGREGATE BASIS).
4.4.
LOCATION AND EFFECTIVE TIME OF CLOSING.
THE CLOSING SHALL BE HELD
BY EXCHANGE OF DOCUMENTS BY FACSIMILE OR BY E-MAIL IN PORTABLE DOCUMENT FORMAT
(OR OTHER MUTUALLY ACCEPTABLE FORMAT), PROVIDED THAT IF THE PARTIES ELECT FOR A
PHYSICAL CLOSING FOR ALL OR A PORTION OF THE TRANSACTION, IT SHALL BE HELD AT
THE OFFICES OF HETRONIC INTERNATIONAL, 3000 NW 149TH STREET, OKLAHOMA CITY,
OKLAHOMA 73134, USA, OR SUCH OTHER LOCATION AS MAY BE AGREED BY THE PARTIES. THE
CLOSING SHALL BE HELD AT 1:00 P.M. (OKLAHOMA CITY TIME) ON THE CLOSING DATE OR
SUCH OTHER TIME AS MAY BE AGREED BY THE PARTIES. TITLE TO THE PURCHASED ASSETS
AND PURCHASED SHARES SHALL BE DEEMED TO HAVE BEEN TRANSFERRED TO THE BUYERS AT
11:59 P.M. (OKLAHOMA CITY TIME) ON THE CLOSING DATE.
9
5.
REPRESENTATIONS AND WARRANTIES OF SELLING PARTIES.
As an inducement for Methode to enter into this Agreement, each of the Selling
Parties, jointly and severally, represents and warrants to Methode as follows:
5.1.
ORGANIZATION AND GOOD STANDING.
EACH TARGET COMPANY IS AN
ORGANIZATION OF THE NATURE IDENTIFIED IN SCHEDULE 5.1 AND IS DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION
IDENTIFIED IN SCHEDULE 5.1, AND HAS ALL REQUISITE POWER AND AUTHORITY TO OWN OR
HOLD UNDER LEASE ITS PROPERTIES AND ASSETS AND TO CARRY ON ITS BUSINESS AS NOW
CONDUCTED.
EACH TARGET COMPANY IS DULY QUALIFIED TO DO BUSINESS AND IS IN GOOD
STANDING AS A FOREIGN CORPORATION IN EACH JURISDICTION IN WHICH THE NATURE OF
ITS ACTIVITIES OR THE OWNERSHIP OR LEASING OF PROPERTY REQUIRES SUCH
QUALIFICATION, AND SUCH JURISDICTIONS ARE LISTED ON SCHEDULE 5.1.
5.2.
ENFORCEABILITY AND AUTHORIZATION.
EACH SELLING PARTY AND HETRONIC
ASIA HAS ALL NECESSARY CORPORATE POWER AND AUTHORITY TO EXECUTE AND DELIVER ALL
AGREEMENTS AND DOCUMENTS TO BE EXECUTED AND DELIVERED BY IT PURSUANT TO THIS
AGREEMENT, AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED THEREBY.
THE
EXECUTION, DELIVERY AND PERFORMANCE OF THE AGREEMENTS AND DOCUMENTS TO BE
EXECUTED AND DELIVERED PURSUANT TO THIS AGREEMENT, AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED THEREBY, HAVE BEEN DULY APPROVED AND AUTHORIZED BY ALL
NECESSARY CORPORATE, COMPANY OR SIMILAR ACTIONS ON BEHALF OF EACH SELLING PARTY
AND HETRONIC ASIA.
ALL AGREEMENTS AND DOCUMENTS TO BE EXECUTED AND DELIVERED BY
EACH SELLING PARTY AND HETRONIC ASIA PURSUANT TO THIS AGREEMENT WILL CONSTITUTE,
THE VALID AND BINDING AGREEMENTS OF SUCH SELLING PARTY AND HETRONIC ASIA, AS
APPLICABLE, ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT THAT
(I) SUCH ENFORCEMENT MAY BE SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS, NOW OR HEREAFTER IN EFFECT,
AFFECTING CREDITORS' RIGHTS GENERALLY, AND (II) THE REMEDY OF SPECIFIC
PERFORMANCE AND INJUNCTIVE AND OTHER FORMS OF EQUITABLE RELIEF MAY BE SUBJECT TO
EQUITABLE DEFENSES AND