EXECUTION AND DELIVERY OF THIS AGREEMENT
AND THE OTHER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY.
(F)
EXTENSION OF SUBORDINATED DEBT.
FEDERAL PARTNERS L.P. SHALL HAVE
EXECUTED AND DELIVERED TO THE COMPANY A WRITING EVIDENCING THE EXTENSION OF THE
MATURITY OF THE SUBORDINATED DEBT TO JULY 19, 2012.
5.3.
CONDITIONS OF EACH PARTY'S OBLIGATIONS.
THE RESPECTIVE
OBLIGATIONS OF EACH PARTY TO CONSUMMATE THE TRANSACTIONS AT THE CLOSING
CONTEMPLATED HEREUNDER ARE SUBJECT TO THE PARTIES BEING REASONABLY SATISFIED AS
TO THE ABSENCE OF (A) LITIGATION CHALLENGING OR SEEKING DAMAGES IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OF THE OTHER
TRANSACTION DOCUMENTS IN WHICH THERE HAS BEEN ISSUED ANY ORDER OR INJUNCTION
DELAYING OR
14
PREVENTING THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY,
AND (B) ANY STATUTE, RULE, REGULATION, INJUNCTION, ORDER OR DECREE, ENACTED,
ENFORCED, PROMULGATED, ENTERED, ISSUED OR DEEMED APPLICABLE TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY BY ANY COURT, GOVERNMENT OR GOVERNMENTAL
AUTHORITY OR AGENCY OR LEGISLATIVE BODY, DOMESTIC, FOREIGN OR SUPRANATIONAL
PROHIBITING OR ENJOINING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
6.
COVENANTS.
6.1.
TRANSFER RESTRICTIONS; LEGEND.
IN ADDITION TO THE PROVISIONS OF
THE CERTIFICATE OF DESIGNATION PROVIDING THAT THE SHARES MAY NOT BE TRANSFERRED
OR OTHERWISE DISPOSED OF DURING THE PERIOD FROM THE CLOSING DATE THROUGH THE
DATE WHICH IS EIGHTEEN (18) MONTHS THEREAFTER, EXCEPT INSOFAR AS IS NECESSARY
FOR THE HOLDERS THEREOF TO PARTICIPATE IN ANY LIQUIDATION EVENT OR CHANGE OF
CONTROL IN ACCORDANCE WITH THE PROVISIONS OF THE CERTIFICATE OF DESIGNATION, THE
SHARES MAY ONLY BE TRANSFERRED OR OTHERWISE DISPOSED OF IN COMPLIANCE WITH STATE
AND FEDERAL SECURITIES LAWS.
IN CONNECTION WITH ANY TRANSFER OF SHARES OTHER
THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, THE COMPANY MAY REQUIRE
THE TRANSFEROR THEREOF TO PROVIDE TO THE COMPANY AN OPINION OF COUNSEL SELECTED
BY THE TRANSFEROR AND REASONABLY ACCEPTABLE TO THE COMPANY, THE FORM AND
SUBSTANCE OF WHICH OPINION SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO
THE EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION OF SUCH TRANSFERRED
SHARES UNDER THE SECURITIES ACT.
THE PURCHASERS AGREE TO THE IMPRINTING OF A
LEGEND ON THE STOCK CERTIFICATES REPRESENTING THE SHARES IN SUBSTANTIALLY THE
FOLLOWING FORM:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE
OR ANY FOREIGN REGULATORY REGIMES.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE AND FOREIGN SECURITIES LAWS,
AND PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
THE SECURITIES REPRESENTED
HEREBY ARE ALSO SUBJECT TO RESTRICTIONS ON TRANSFER AS PROVIDED IN THE
CERTIFICATE OF DESIGNATION FOR THE SECURITIES. THE ISSUER OF THESE SECURITIES
(THE "COMPANY") MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER
OR RESALE IS IN COMPLIANCE WITH THE CERTIFICATE OF DESIGNATION."
UPON REQUEST OF A PURCHASER,