COURT OF COMPETENT JURISDICTION OR GOVERNMENTAL OR
REGULATORY AUTHORITY OR OTHER LEGAL OR REGULATORY RESTRAINT OR PROHIBITION
PREVENTING THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE IN
EFFECT; NOR SHALL THERE BE ANY ACTION TAKEN, OR ANY LAW OR ORDER ENACTED,
ENTERED, ENFORCED OR DEEMED APPLICABLE TO THE TRANSACTIONS CONTEMPLATED HEREBY
OR THE OTHER TRANSACTIONS CONTEMPLATED BY THE TERMS OF THE AGREEMENT THAT WOULD
PROHIBIT THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR WHICH WOULD
PERMIT CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY ONLY IF CERTAIN
DIVESTITURES WERE MADE OR IF PARENT AND MERGER SUB WERE TO AGREE TO LIMITATIONS
ON ITS BUSINESS ACTIVITIES OR OPERATIONS.
(B)
EXISTENCE OF BOARD APPROVAL.
EACH PARTY
WILL PROVIDE TO THE OTHER PARTY CERTIFIED COPIES OF BOARD MINUTES OR CONSENTS,
OR CERTIFIED EXTRACTS THEREOF, SCHEDULE 6.1(B), 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 the Shareholder.
The obligations of the Company and the Shareholder
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 the Shareholder:
(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, INCLUDING, WITHOUT LIMITATION, PAYMENT
AND DELIVERY OF THE MERGER CONSIDERATION.
(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).
33
(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)
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.
(F)
LEGAL PROCEEDINGS.
NO GOVERNMENTAL OR
REGULATORY AUTHORITY WILL