OR
EXERCISE OF ANY RIGHTS OF A SHAREHOLDER IN RESPECT OF SUCH SHARES (COLLECTIVELY,
"ENCUMBRANCES"), EXCEPT FOR ANY SUCH ENCUMBRANCES ARISING HEREUNDER, AND THE
TRANSFER OF THE SHARES HELD BY SUCH SHAREHOLDER HEREUNDER WILL EFFECTIVELY VEST
IN MERGER SUB VALID AND MARKETABLE TITLE TO SUCH SHARES, FREE AND CLEAR OF ANY
ENCUMBRANCES.
2
(G)
IF SHAREHOLDER'S SHARES ARE SUBJECT TO COMMUNITY PROPERTY INTERESTS UNDER
THE LAWS OF ANY JURISDICTION, SUCH SHAREHOLDER HAS AGREED TO HAVE EXECUTED AND
DELIVERED TO PURCHASER SUCH CONSENTS, WAIVERS AND APPROVALS AS ARE NECESSARY FOR
THE EXECUTION OF THIS AGREEMENT AND THE APPROVAL AND CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY REGARDING SUCH SHAREHOLDER.
(H)
SUCH SHAREHOLDER UNDERSTANDS AND ACKNOWLEDGES THAT PURCHASER AND MERGER
SUB ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON SUCH SHAREHOLDER'S
EXECUTION AND DELIVERY OF THIS AGREEMENT.
SECTION 2.
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB.
EACH OF
PURCHASER AND MERGER SUB HEREBY REPRESENTS AND WARRANTS TO THE SHAREHOLDERS,
JOINTLY AND SEVERALLY, AS FOLLOWS:
(A)
EACH OF PURCHASER AND MERGER SUB IS A CORPORATION DULY ORGANIZED AND
VALIDLY EXISTING UNDER THE LAWS OF THE STATE OF NEW JERSEY AND THE STATE OF
MINNESOTA, RESPECTIVELY, HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO
EXECUTE AND DELIVER THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY AND HAS TAKEN ALL NECESSARY CORPORATE ACTION TO AUTHORIZE
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT.
(B)
THIS AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY EACH OF
PURCHASER AND MERGER SUB AND, ASSUMING DUE AND VALID AUTHORIZATION, EXECUTION
AND DELIVERY THEREOF BY A SHAREHOLDER, CONSTITUTES THE LEGAL, VALID AND BINDING
OBLIGATION OF EACH OF PURCHASER AND MERGER SUB, ENFORCEABLE BY SUCH SHAREHOLDER
AGAINST EACH OF THEM IN ACCORDANCE WITH ITS TERMS, EXCEPT (I) AS LIMITED BY
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND OTHER LAWS OF
GENERAL APPLICATION AFFECTING ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND
(II) THE AVAILABILITY OF THE REMEDY OF SPECIFIC PERFORMANCE OR INJUNCTIVE OR
OTHER FORMS OF EQUITABLE RELIEF MAY BE SUBJECT TO EQUITABLE DEFENSES AND WOULD
BE SUBJECT TO THE DISCRETION OF THE COURT BEFORE WHICH ANY PROCEEDING THEREFOR
MAY BE BROUGHT.
(C)
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT NOR THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL RESULT IN A VIOLATION OF, OR
CONSTITUTE (WITH OR WITHOUT DUE NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT
UNDER, OR CONFLICT WITH, OR GIVE RISE TO ANY RIGHT OF TERMINATION, CANCELLATION
OR ACCELERATION UNDER ANY MATERIAL CONTRACT, TRUST, NOTE, BOND, MORTGAGE,
INDENTURE, LICENSE, AGREEMENT OR CONTRACTUAL RESTRICTION OR OBLIGATION OF ANY
KIND TO WHICH PURCHASER AND MERGER SUB IS A PARTY WHICH, SINGULARLY OR IN THE
AGGREGATE, WOULD PREVENT OR ADVERSELY AFFECT THE ABILITY OF PURCHASER AND MERGER
SUB TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY WILL NOT VIOLATE, OR REQUIRE ANY CONSENT,
APPROVAL OR NOTICE (EXCEPT THOSE REQUIRED UNDER APPLICABLE SECURITIES LAWS)
UNDER, ANY PROVISION OF ANY JUDGMENT, ORDER, INJUNCTION, DECREE, STATUTE, LAW,
RULE OR REGULATION APPLICABLE TO PURCHASER AND