IS REASONABLY LIKELY TO (I)
PREVENT CONSUMMATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,
(II) CAUSE ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT TO BE
RESCINDED FOLLOWING CONSUMMATION OR (III) AFFECT MATERIALLY AND ADVERSELY THE
RIGHT OF PARENT TO OWN, OPERATE OR CONTROL ANY OF THE ASSETS AND OPERATIONS OF
THE SURVIVING CORPORATION FOLLOWING THE MERGER AND NO ORDER, JUDGMENT, DECREE,
STIPULATION OR INJUNCTION TO ANY SUCH EFFECT SHALL BE IN EFFECT.
(D)
APPRAISAL RIGHTS.
HOLDERS OF NO MORE THAN FIVE PERCENT (5%) OF
THE SHARES OF ANY CLASS OF SECURITIES OF THE COMPANY OUTSTANDING IMMEDIATELY
BEFORE THE EFFECTIVE TIME SHALL HAVE TAKEN ACTION TO EXERCISE THEIR APPRAISAL
RIGHTS PURSUANT TO SECTION 1301 OF THE CGCL.
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(E)
CONSENTS.
THE COMPANY SHALL HAVE OBTAINED ALL CONSENTS, WAIVERS,
PERMITS AND APPROVALS REQUIRED TO BE OBTAINED BY THE COMPANY IN CONNECTION WITH
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN CONSENTS,
WAIVERS AND APPROVALS THE ABSENCE OF WHICH, EITHER ALONE OR IN THE AGGREGATE,
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE
COMPANY AND THE COMPANY CLOSING CERTIFICATE SHALL INCLUDE A PROVISION TO SUCH
EFFECT.
(F)
MATERIAL ADVERSE EFFECT.
NO MATERIAL ADVERSE EFFECT WITH RESPECT
TO THE COMPANY SHALL HAVE OCCURRED SINCE THE DATE OF THIS AGREEMENT.
(G)
OPINION OF COUNSEL.
PARENT SHALL HAVE RECEIVED FROM MANATT,
PHELPS & PHILLIPS, LLP, COUNSEL TO THE COMPANY, AN OPINION OF COUNSEL
SUBSTANTIALLY IN THE FORM ANNEXED HERETO AS EXHIBIT E.
(H)
COMFORT LETTERS.
PARENT SHALL HAVE RECEIVED "COMFORT" LETTERS IN
THE CUSTOMARY FORM FROM DELOITTE TOUCHE, DATED THE DATE OF DISTRIBUTION OF THE
PROXY STATEMENT AND THE CLOSING DATE (OR SUCH OTHER DATE OR DATES REASONABLY
ACCEPTABLE TO PARENT) WITH RESPECT TO CERTAIN FINANCIAL STATEMENTS AND OTHER
FINANCIAL INFORMATION INCLUDED IN THE PROXY STATEMENT.
(I)
VOTING AGREEMENTS. PARENT AND CERTAIN OF THE COMPANY'S
STOCKHOLDERS MUTUALLY IDENTIFIED BY PARENT AND THE COMPANY SHALL HAVE ENTERED
INTO THE VOTING AGREEMENTS IN THE FORM OF EXHIBIT C, WHICH SHALL BE IN FULL
FORCE AND EFFECT.
(J)
OTHER DELIVERIES.
AT OR PRIOR TO CLOSING, THE COMPANY SHALL HAVE
DELIVERED TO PARENT: (I) COPIES OF RESOLUTIONS AND ACTIONS TAKEN BY THE
COMPANY'S BOARD OF DIRECTORS AND STOCKHOLDERS IN CONNECTION WITH THE APPROVAL OF
THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER, AND (II) SUCH OTHER
DOCUMENTS AND CERTIFICATES AS SHALL REASONABLY BE REQUIRED BY PARENT AND ITS
COUNSEL IN ORDER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREUNDER.
(K)
RESIGNATIONS. THE PARTIES SHALL HAVE AGREED TO THE PERSONS TO BE
LISTED ON SCHEDULES 6.2(K) AND 6.3(K) HERETO AND SUCH PERSONS SHALL HAVE
RESIGNED FROM THEIR POSITIONS AND OFFICES.
(L)
COMPANY THIRD PARTY EXPENSES.
THE COMPANY SHALL HAVE DELIVERED
TO PARENT THE STATEMENT OF EXPENSES CERTIFIED BY THE CHIEF EXECUTIVE OFFICER OF
THE COMPANY SETTING FORTH THE COMPANY THIRD PARTY EXPENSES.
(M)
STOCKHOLDER LIST.
THE COMPANY SHALL HAVE DELIVERED TO PARENT, AS
OF THE CLOSING DATE, A TRUE AND COMPLETE LIST OF ALL HOLDERS OF COMPANY CAPITAL
STOCK AND ALL HOLDERS OF COMPANY