SATISFACTORY TO AMI.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL
APPLICABLE WAITING PERIODS (AND ANY EXTENSIONS THEREOF) UNDER THE HART SCOTT
RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED (THE "HSR ACT"), SHALL
HAVE EXPIRED OR OTHERWISE BEEN TERMINATED.
(E)
ISIS SHALL HAVE DELIVERED TO AMI (I) A CERTIFICATE FROM AN OFFICER
OF ISIS TO THE EFFECT THAT EACH OF THE CONDITIONS SPECIFIED IN SECTION 4.1(A),
SECTION 4.1(B) AND, EXCEPT FOR THE MATTERS EXPRESSLY SET FORTH ON THE DISCLOSURE
SCHEDULES, SECTION 4.1(J), IS SATISFIED IN ALL RESPECTS, (II) A COPY OF THE
RESOLUTIONS OF THE GOVERNING BODY OF EACH OF ISIS AND IBIS APPROVING THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, CERTIFIED BY AN OFFICER OF EACH OF
ISIS AND IBIS, RESPECTIVELY, (III) CERTIFICATES FROM APPROPRIATE AUTHORITIES,
DATED AS OF OR ABOUT THE CLOSING DATE, AS TO THE GOOD STANDING AND QUALIFICATION
TO DO BUSINESS OF IBIS IN ITS JURISDICTION OF INCORPORATION, (IV) SUCH OTHER
DOCUMENTS OR INSTRUMENTS AS ARE REQUIRED TO BE DELIVERED AT THE CLOSING PURSUANT
TO THE TERMS HEREOF AND (V) SUCH OTHER DOCUMENTS OR INSTRUMENTS AS AMI
REASONABLY REQUESTS TO EFFECT THE TRANSACTIONS CONTEMPLATED HEREBY.
NOTHING IN
THIS SECTION 4.1(E) OR THE CERTIFICATE DELIVERED PURSUANT HERETO WILL LIMIT OR
OTHERWISE AFFECT AMI'S RIGHTS UNDER SECTION 4.1(J).
(F)
ISIS SHALL TENDER TO AMI A CERTIFICATE REPRESENTING THE REMAINING
SHARES DULY AND VALIDLY ENDORSED FOR TRANSFER IN FAVOR OF AMI OR ACCOMPANIED BY
A SEPARATE
17
STOCK POWER DULY AND VALIDLY EXECUTED BY ISIS AND OTHERWISE SUFFICIENT TO VEST
IN AMI LEGAL AND BENEFICIAL OWNERSHIP OF THE REMAINING SHARES.
(G)
ISIS AND AMI SHALL HAVE RECEIVED ALL OTHER AUTHORIZATIONS,
CONSENTS, AND APPROVALS OF GOVERNMENTAL AUTHORITIES REFERRED TO IN
SECTIONS 5.1(C) AND 5.1(D).
(H)
IBIS SHALL HAVE THE BENEFIT OF ALL LICENSES NECESSARY TO CONDUCT
THE BUSINESS AS IT HAD BEEN CONDUCTED PRIOR TO THE CLOSING AND AS CONTEMPLATED
TO BE CONDUCTED IMMEDIATELY THEREAFTER.
(I)
ISIS SHALL HAVE OBTAINED (A) PAYOFF LETTERS FOR ANY INDEBTEDNESS
OF IBIS TO BE PAID BY AMI ON BEHALF OF ISIS AT THE CLOSING AND (B) RELEASES OF
ANY AND ALL ENCUMBRANCES ON THE REMAINING SHARES OR THE ASSETS OF IBIS (EXCEPT,
WITH RESPECT TO THE ASSETS OF IBIS, PERMITTED ENCUMBRANCES), ALL ON TERMS
REASONABLY SATISFACTORY TO AMI.
(J)
SINCE THE INVESTMENT DATE, THERE SHALL HAVE BEEN NO OCCURRENCE OR
DISCLOSURE OF ANY EVENT, CIRCUMSTANCE OR STATE OF FACTS WHICH HAS, OR WOULD
REASONABLY BE EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT ON THE BUSINESS,
ASSETS, CONDITION (FINANCIAL OR OTHERWISE), OPERATIONS, OPERATING RESULTS,
EMPLOYEE RELATIONS, CUSTOMER RELATIONS OR SUPPLIER RELATIONS OF IBIS (A
"MATERIAL ADVERSE EFFECT").
NOTWITHSTANDING THE FOREGOING OR ANY OTHER
PROVISION IN THIS AGREEMENT TO THE CONTRARY, THE DISCLOSURES SET FORTH IN THE
DISCLOSURE SCHEDULES SHALL NOT BE CONSIDERED IN DETERMINING WHETHER THE
CONDITION SPECIFIED IN THIS SECTION 4.1(J) HAS BEEN MET.
(K)
ISIS AND IBIS SHALL HAVE EXECUTED AND DELIVERED TO AMI THE
TRANSITION SERVICES AGREEMENT SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS
EXHIBIT E, THE TERMS OF WHICH SHALL