OR CONSENTS, OR CERTIFIED EXTRACTS
THEREOF, INDICATING BOARD APPROVAL HAS BEEN GRANTED ON OR PRIOR TO THE DATE
HEREOF FOR THE SATISFACTION OF ALL OBLIGATIONS HEREUNDER AND THE CONSUMMATION OF
THE TRANSACTION.
6.2
Additional Conditions to Obligations of the
Company and Certain Company Shareholders.
The obligations of the Company and
Certain Company Shareholders to effect the transactions contemplated hereby will
be subject to the satisfaction at or prior to the Closing Date of each of the
following conditions, any of which may be waived, in writing, exclusively by the
Company and Certain Company Shareholders:
(A)
REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS AND
WARRANTIES MADE BY PARENT AND MERGER SUB IN THIS AGREEMENT SHALL BE MATERIALLY
TRUE AND CORRECT WHEN MADE AND ON AND AS OF THE CLOSING DATE AS THOUGH SUCH
REPRESENTATION OR WARRANTY WAS MADE ON AND AS OF THE CLOSING DATE, EXCEPT THAT
ANY REPRESENTATION OR WARRANTY THAT EXPRESSLY SPEAKS AS OF A SPECIFIED DATE
EARLIER THAN THE CLOSING DATE SHALL HAVE BEEN TRUE AND CORRECT ON AND AS OF SUCH
EARLIER DATE, AND FURTHER PROVIDED THAT PARENT AND MERGER SUB SHALL BE PERMITTED
TO UPDATE, REVISE, SUPPLEMENT AND/OR CORRECT THE SCHEDULES THROUGH THE CLOSING
DATE.
(B)
PERFORMANCE.
PARENT AND MERGER SUB SHALL HAVE PERFORMED AND
COMPLIED WITH EACH AGREEMENT, COVENANT AND OBLIGATION REQUIRED BY THIS AGREEMENT
TO BE SO PERFORMED OR COMPLIED WITH BY PARENT AND MERGER SUB AT OR BEFORE THE
CLOSING DATE.
(C)
OFFICERS' CERTIFICATES.
EACH OF PARENT AND MERGER SUB WILL HAVE
DELIVERED TO THE COMPANY A CERTIFICATE OR CERTIFICATES, DATED THE CLOSING DATE
AND EXECUTED BY ITS RESPECTIVE PRESIDENT AND/OR ITS CHIEF EXECUTIVE OFFICER,
CERTIFYING AS TO THE RESOLUTIONS DELIVERED PURSUANT TO SECTION 6.1(B) AND
PARENT'S AND MERGER SUB'S COMPLIANCE WITH THE CONDITION SET FORTH IN SECTION
6.2(A).
(D)
THIRD PARTY CONSENTS.
PARENT AND MERGER SUB WILL HAVE BEEN
FURNISHED WITH EVIDENCE SATISFACTORY TO THEM THAT THE COMPANY HAS OBTAINED THE
CONSENTS, APPROVALS AND WAIVERS, IF ANY, LISTED IN SCHEDULE 2.28(B).
(E)
NON-COMPETITION AND EMPLOYMENT AGREEMENTS.
PARENT AND/OR THE
COMPANY SHALL HAVE EXECUTED AND DELIVERED TO EACH MEMBER OF THE SENIOR
MANAGEMENT TEAM AN EMPLOYMENT AND NON-COMPETITION AGREEMENT (EACH, A "NON
COMPETITION AND EMPLOYMENT AGREEMENT").
(F)
NO MATERIAL ADVERSE CHANGE.
THERE WILL HAVE OCCURRED NO MATERIAL
ADVERSE CHANGE IN THE BUSINESS OR CONDITION OF PARENT OR MERGER SUB SINCE THE
DATE HEREOF.
(G)
LEGAL PROCEEDINGS.
NO GOVERNMENTAL OR REGULATORY AUTHORITY WILL
HAVE NOTIFIED ANY PARTY TO THIS AGREEMENT THAT IT INTENDS TO COMMENCE
PROCEEDINGS TO RESTRAIN OR PROHIBIT THE TRANSACTIONS CONTEMPLATED HEREBY OR
FORCE RESCISSION, UNLESS SUCH GOVERNMENTAL OR
39
REGULATORY AUTHORITY WILL HAVE WITHDRAWN SUCH NOTICE AND ABANDONED ANY SUCH
PROCEEDINGS PRIOR TO THE TIME WHICH OTHERWISE WOULD HAVE BEEN THE CLOSING DATE.
(H)
PROCEEDINGS AND DOCUMENTS.
ALL CORPORATE AND OTHER PROCEEDINGS IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND ALL DOCUMENTS AND
INSTRUMENTS INCIDENT TO SUCH TRANSACTIONS WILL BE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, AND THE COMPANY WILL
HAVE RECEIVED ALL SUCH