THE COMPANY TO DISPOSE OF OR TO HOLD SEPARATELY ALL OR A MATERIAL PORTION OF
THE BUSINESS OR ASSETS OF C&T AND ITS AFFILIATES OR OF THE COMPANY, AS A RESULT
OF THE TRANSACTIONS CONTEMPLATED HEREBY, (IV) SEEKING TO INVALIDATE OR RENDER
UNENFORCEABLE ANY MATERIAL PROVISION OF THIS AGREEMENT OR ANY OF THE OTHER
TRANSACTION DOCUMENTS OR (V) OTHERWISE RELATING TO AND MATERIALLY ADVERSELY
AFFECTING THE TRANSACTIONS CONTEMPLATED HEREBY;
50
(F)
THE COMPANY SHALL HAVE OBTAINED
APPROVAL OF THE MERGER AND THIS
AGREEMENT FROM ITS SHAREHOLDERS, AS MAY BE REQUIRED BY SECTION 903 OF THE NYBCL
AND ITS CERTIFICATE OF INCORPORATION AND BYLAWS;
(G)
THERE SHALL NOT BE ANY ACTION TAKEN, OR ANY LAW ENACTED, ENTERED,
ENFORCED, PROMULGATED, ISSUED OR DEEMED APPLICABLE TO THE TRANSACTIONS
CONTEMPLATED HEREBY BY ANY GOVERNMENTAL ENTITY WHICH WOULD REASONABLY BE
EXPECTED TO RESULT, DIRECTLY OR INDIRECTLY, IN ANY OF THE CONSEQUENCES REFERRED
TO IN SECTION 8.01(E);
(H)
SINCE THE DATE HEREOF, NO FACT, EVENT, OCCURRENCE OR CIRCUMSTANCE
SHALL HAVE OCCURRED THAT, INDIVIDUALLY OR IN AGGREGATE, WITH OR WITHOUT THE
PASSAGE OF TIME, HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE, A MATERIAL
ADVERSE EFFECT, OTHER THAN A CHANGE IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS
NOT SPECIFIC TO THE COMPANY;
(I)
ON THE CLOSING DATE, THE COMPANY SHALL HAVE DELIVERED TO C&T ALL
OF THE FOLLOWING:
(I)
CERTIFICATES OF THE APPROPRIATE OFFICERS OF THE COMPANY OR OTHER
PERSONS SATISFACTORY TO C&T, DATED THE CLOSING DATE, STATING THAT THE CONDITIONS
PRECEDENT SET FORTH IN SECTIONS 8.01(A) AND (B) HAVE BEEN SATISFIED;
(II)
COPIES OF THE THIRD PARTY AND GOVERNMENTAL ENTITY CONSENTS AND
APPROVALS REFERRED TO IN SECTIONS 8.01(C) AND (D) ABOVE;
(III)
ALL CORPORATE BOOKS AND RECORDS, INCLUDING THE MINUTE BOOKS,
STOCK LEDGERS AND TRANSFER RECORDS, THE CORPORATE SEAL AND OTHER MATERIALS
RELATED TO THE CORPORATE ADMINISTRATION OF THE COMPANY;
(IV)
AN EXECUTED RESIGNATION (EFFECTIVE AS OF THE CLOSING DATE) FROM
EACH OF THE OFFICERS AND DIRECTORS OF THE COMPANY FROM WHOM A RESIGNATION IS
REQUIRED TO BE OBTAINED PURSUANT TO SECTION 5.05 ABOVE, WHICH RESIGNATION SHALL
INCLUDE (A) A WAIVER AND RELEASE BY SUCH OFFICER OR DIRECTOR OF ANY AND ALL
CLAIMS AGAINST THE COMPANY, AND (B) A TERMINATION BY SUCH OFFICER OR DIRECTOR OF
ANY AGREEMENT RELATED TO SUCH POSITION BETWEEN SUCH INDIVIDUAL AND THE COMPANY
THAT C&T REQUESTS BE TERMINATED;
(V)
COPIES OF (A) THE CERTIFICATE OF INCORPORATION, OR SIMILAR
GOVERNING DOCUMENT OF THE COMPANY, CERTIFIED BY THE SECRETARY OF STATE OF THE
STATE OF NEW YORK, AND (B) CERTIFICATES OF GOOD STANDING FROM THE SECRETARY OF
STATE OF THE STATE OF NEW YORK;
(VI)
A COPY OF EACH OF (A) THE TEXT OF THE RESOLUTIONS ADOPTED BY THE
BOARD OF DIRECTORS OF THE COMPANY AND THE SHAREHOLDERS AUTHORIZING THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT, THE OTHER TRANSACTION
DOCUMENTS AND THE CONSUMMATION OF ALL OF THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY AND (B) THE BYLAWS OF THE COMPANY, ALONG WITH CERTIFICATES, DATED AS
OF THE CLOSING DATE, EXECUTED ON BEHALF