PAID TO PARENT OR THE EXCHANGE AGENT
ANY TRANSFER OR OTHER TAXES REQUIRED BY REASON OF THE ISSUANCE OF A CERTIFICATE
FOR SHARES OF PARENT COMMON STOCK IN ANY NAME OTHER THAN THAT OF THE REGISTERED
HOLDER OF THE COMPANY COMMON STOCK SURRENDERED, OR ESTABLISHED TO THE
SATISFACTION OF PARENT OR THE EXCHANGE AGENT THAT SUCH TAX HAS BEEN PAID OR IS
NOT PAYABLE, AND SHALL PROVIDE SUCH WRITTEN ASSURANCES REGARDING FEDERAL AND
STATE SECURITIES LAW COMPLIANCE AS THE PARENT OR THE EXCHANGE AGENT MAY
REASONABLY REQUEST.
(F)
TERMINATION OF EXCHANGE SHARES.
ANY EXCHANGE SHARES WHICH
REMAIN UNDISTRIBUTED TO THE STOCKHOLDERS OF THE COMPANY TWELVE (12) MONTHS AFTER
THE EFFECTIVE TIME SHALL BE DELIVERED TO PARENT, UPON DEMAND, AND ANY COMPANY
STOCKHOLDER WHO HAS NOT PREVIOUSLY COMPLIED WITH THIS SECTION SHALL THEREAFTER
LOOK ONLY TO PARENT FOR PAYMENT OF THEIR CLAIM FOR THEIR PORTION OF THE EXCHANGE
SHARES AND ANY DIVIDENDS OR DISTRIBUTIONS WITH RESPECT TO THE EXCHANGE SHARES.
(G)
NO LIABILITY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS SECTION, NONE OF THE EXCHANGE AGENT, PARENT, THE COMPANY OR ANY PARTY
HERETO SHALL BE LIABLE TO ANY PERSON FOR ANY AMOUNT PROPERLY PAID TO A PUBLIC
OFFICIAL PURSUANT TO ANY APPLICABLE ABANDONED PROPERTY, ESCHEAT OR SIMILAR LAW.
(H)
DISSENTING SHARES.
THE PROVISIONS OF THIS SECTION SHALL ALSO
APPLY TO DISSENTING SHARES THAT LOSE THEIR STATUS AS SUCH, EXCEPT THAT THE
OBLIGATIONS OF PARENT UNDER THIS SECTION SHALL COMMENCE ON THE DATE OF LOSS OF
SUCH STATUS AND THE HOLDER OF SUCH SHARES SHALL BE ENTITLED TO RECEIVE IN
EXCHANGE SUCH SHARES TO WHICH SUCH HOLDER IS ENTITLED PURSUANT TO SECTION 1.5.
1.10
FURTHER ACTION.
IF, AT ANY TIME AFTER THE EFFECTIVE
TIME, ANY FURTHER ACTION THAT IS COMMERCIALLY REASONABLE AND LAWFUL IS
DETERMINED BY PARENT TO BE NECESSARY OR APPROPRIATE TO CARRY OUT THE PURPOSES OF
THIS AGREEMENT OR TO VEST PARENT WITH FULL RIGHT, TITLE AND POSSESSION OF
ALL SHARES OF COMPANY COMMON STOCK, THE OFFICERS AND DIRECTORS OF THE COMPANY
AND PARENT SHALL BE FULLY AUTHORIZED (IN THE NAME OF THE COMPANY AND OTHERWISE)
TO TAKE SUCH ACTION.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Parent that, except as set
forth in the Company's Disclosure Schedules to be provided at Closing, the
statements contained in this Article 2 are true and correct as set forth below:
2.1
ORGANIZATION, STANDING, ETC.
THE COMPANY IS A
CORPORATION DULY ORGANIZED AND EXISTING IN GOOD STANDING UNDER THE LAWS OF THE
STATE OF OREGON, AND HAS ALL REQUISITE POWER AND AUTHORITY TO CARRY ON ITS
BUSINESS, TO OWN OR LEASE ITS PROPERTIES AND ASSETS, TO ENTER INTO THIS
AGREEMENT AND TO CARRY OUT THE TERMS HEREOF. COPIES OF THE ARTICLES OF
INCORPORATION AND BY-LAWS OF THE COMPANY THAT HAVE BEEN DELIVERED TO THE PARENT
PRIOR TO THE EXECUTION OF THIS AGREEMENT ARE TRUE AND COMPLETE AND HAVE NOT
SINCE BEEN AMENDED OR REPEALED. EXCEPT AS PROVIDED IN SCHEDULE 2.1 HERETO, THE
COMPANY