IN ALL
RESPECTS PURSUANT TO INSTRUMENTS REASONABLY SATISFACTORY TO PARENT AND WITHOUT
ANY OBLIGATIONS OR LIABILITIES THEREUNDER ON THE PART OF THE COMPANY AND ITS
SUBSIDIARIES.
(H)
REPAYMENT OF PRE-CLOSING INDEBTEDNESS. ALL INDEBTEDNESS LISTED ON
SCHEDULE 9.2(H) OF THE DISCLOSURE SCHEDULES SHALL BE REPAYABLE (WITHOUT PENALTY,
FEE OR PREMIUM OR OTHER SIMILAR COST) IN FULL AT THE EFFECTIVE TIME AND THE
COMPANY SHALL HAVE OBTAINED AND DELIVERED, OR CAUSED TO BE OBTAINED AND
DELIVERED TO PARENT UPON SUCH REPAYMENT, DOCUMENTATION REASONABLY SATISFACTORY
TO PARENT EVIDENCING SUCH REPAYMENT AND THE TERMINATION OF ALL LIENS ON ANY
PROPERTIES SECURING SUCH INDEBTEDNESS.
(I)
RESIGNATIONS. PARENT SHALL HAVE RECEIVED THE WRITTEN
RESIGNATIONS, EFFECTIVE AS OF THE EFFECTIVE TIME, OF EACH DIRECTOR OF THE
COMPANY AND ITS SUBSIDIARIES, OTHER THAN THOSE WHOM PARENT SHALL HAVE SPECIFIED
IN WRITING AT LEAST TWO BUSINESS DAYS PRIOR TO THE CLOSING DATE.
(J)
DISSENTING SHARES. HOLDERS OF NO MORE THAN 5% OF THE COMPANY
COMMON STOCK SHALL HAVE EXERCISED ANY APPRAISAL OR DISSENTERS' RIGHTS PURSUANT
TO THE DGCL.
(K)
FIRPTA CERTIFICATE. THE COMPANY SHALL HAVE DELIVERED TO PARENT A
CERTIFICATION CONFORMING TO THE REQUIREMENTS OF TREASURY REGULATIONS
1.1445-2(C)(3) AND 1.897-2(H).
(L)
INDEMNIFICATION AGREEMENTS. EACH FORMER COMPANY STOCKHOLDER SHALL
HAVE EXECUTED THE INDEMNIFICATION AGREEMENT, IN THE FORM ATTACHED HERETO AS
EXHIBIT 9.2(L) (THE
59
"FORMER COMPANY STOCKHOLDERS INDEMNIFICATION AGREEMENT"), AND EACH SUCH
AGREEMENT SHALL BE IN FULL FORCE AND EFFECT.
(M)
TAX MATTERS. THE COMPANY AND/OR ITS SHAREHOLDERS SHALL HAVE TAKEN
ALL ACTIONS NECESSARY TO PROVIDE THAT NO AMOUNT PAID TO ANY PERSONS OR ANY OTHER
AMOUNTS THAT WILL BE RECEIVED FROM THE COMPANY OR ANY OF ITS SUBSIDIARIES
(WHETHER IN CASH OR PROPERTY OR THE VESTING OF PROPERTY) AS A RESULT OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE CONSUMMATION OF THE MERGER BY
ANY EMPLOYEE, OFFICER, DIRECTOR OR INDEPENDENT CONTRACTOR OF THE COMPANY WILL
CONSTITUTE AN "EXCESS PARACHUTE PAYMENT" (AS DEFINED IN SECTION 280G(B)(1) OF
THE CODE).
(N)
MANAGEMENT ROLLOVER. PRIOR TO THE EFFECTIVE TIME, (I) THE
SHAREHOLDERS DESIGNATED ON SCHEDULE 9.2(N) OF THE DISCLOSURE SCHEDULES AS
ROLLOVER SHAREHOLDERS (THE "ROLLOVER SHAREHOLDERS") SHALL HAVE CONTRIBUTED THE
ROLLOVER SHARES TO PARENT, PURSUANT TO A ROLLOVER AGREEMENT (WHICH SUCH
AGREEMENT SHALL BE IN FULL FORCE AND EFFECT), IN EXCHANGE FOR SERIES A PREFERRED
STOCK OF PARENT AND (II) THE ROLLOVER SHAREHOLDERS, WP ENTITIES AND PARENT SHALL
HAVE ENTERED INTO A STOCKHOLDERS AGREEMENT REGARDING THE OWNERSHIP OF THE
CAPITAL STOCK OF PARENT AND A REGISTRATION RIGHTS AGREEMENT REGARDING THE
REGISTRATION OF CAPITAL STOCK OF THE PARENT, AND EACH SUCH AGREEMENT SHALL BE IN
FULL FORCE AND EFFECT.
(O)
CONFIDENTIALITY AND NON-SOLICIT. CHARTER AGENT LLC SHALL HAVE
ENTERED INTO A CONFIDENTIALITY, NON-SOLICITATION AND RELEASE AGREEMENT IN
SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT 9.2(O) (THE "CHARTER
NON-SOLICIT"), AND SUCH AGREEMENT SHALL BE IN FULL FORCE AND EFFECT.
(P)
OTHER AGREEMENTS. THE EXECUTION AND DELIVERY BY ALL PARTIES OTHER
THAN PARENT OF ANCILLARY AGREEMENTS RELATED TO THE TRANSACTIONS CONTEMPLATED
HEREBY LISTED ON SCHEDULE 9.2(P) OF THE DISCLOSURE SCHEDULES, EACH ON TERMS