THE CLOSING, ALL OF THE ISSUED AND OUTSTANDING
SHARES OF CLASS A COMMON STOCK ISSUED TO TRANSFEROR OR ITS DESIGNEE IN
ACCORDANCE WITH THIS AGREEMENT
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SHALL HAVE BEEN DULY AUTHORIZED AND VALIDLY ISSUED AND WILL BE FULLY PAID,
NONASSESSABLE AND WILL NOT HAVE BEEN ISSUED IN VIOLATION OF ANY APPLICABLE LAW
OR CONTRACT.
ARTICLE VI.
CONDITIONS PRECEDENT TO RAMIUS'S, NEW PARENT'S AND JV ACQUIROR'S OBLIGATIONS TO
CLOSE
The obligation of Acquiror to acquire the JV Interest from Transferor and the
obligation of New Parent to issue the Exchange Consideration to Transferor and
for each of Ramius, Acquiror and New Parent to take the other actions required
to be taken by such parties at the Closing is subject to the satisfaction, at or
prior to the Closing, of each of the following conditions (any of which may be
waived by such parties, in whole or in part):
SECTION 6.1.
ACCURACY OF REPRESENTATIONS.
THE
REPRESENTATIONS AND WARRANTIES OF TRANSFEROR SET FORTH IN THIS AGREEMENT SHALL
BE TRUE AND CORRECT IN ALL RESPECTS (WITHOUT REGARD TO ANY MATERIALITY
QUALIFIERS THEREIN) AS OF THE DATE HEREOF AND AS OF THE CLOSING AS THOUGH MADE
ON AND AS OF THE CLOSING, OTHER THAN REPRESENTATIONS AND WARRANTIES THAT SPEAK
AS OF ANOTHER SPECIFIC DATE OR TIME PRIOR TO THE DATE HEREOF (WHICH NEED ONLY BE
TRUE AND CORRECT AS OF SUCH DATE OR TIME); PROVIDED, HOWEVER, THAT FOR PURPOSES
OF DETERMINING SATISFACTION OF THIS CONDITION, SUCH REPRESENTATIONS AND
WARRANTIES SHALL BE DEEMED TO BE TRUE AND CORRECT IN ALL RESPECTS UNLESS THE
FAILURE OR FAILURES OF SUCH REPRESENTATIONS AND WARRANTIES TO BE SO TRUE AND
CORRECT, INDIVIDUALLY OR IN THE AGGREGATE, WOULD HAVE A MATERIAL ADVERSE EFFECT
ON TRANSFEROR.
SECTION 6.2.
PERFORMANCE.
EACH OF THE COVENANTS
AND OBLIGATIONS THAT TRANSFEROR AND HVB AG ARE REQUIRED TO PERFORM OR TO COMPLY
WITH PURSUANT TO THIS AGREEMENT AND EACH OF THE COVENANTS AND OBLIGATIONS THAT
EACH OF THE UNICREDIT PARTIES ARE REQUIRED TO PERFORM OR TO COMPLY WITH PURSUANT
TO THE ANCILLARY AGREEMENTS, IN EACH CASE, AT OR PRIOR TO THE CLOSING, SHALL
HAVE BEEN DULY PERFORMED AND COMPLIED WITH IN ALL MATERIAL RESPECTS.
SECTION 6.3.
RAMIUS ASSET EXCHANGE.
THE
TRANSACTIONS CONTEMPLATED BY THE TRANSACTION AGREEMENT, INCLUDING, WITHOUT
LIMITATION, THE RAMIUS ASSET EXCHANGE, SHALL HAVE BEEN CONSUMMATED.
SECTION 6.4.
ANCILLARY AGREEMENTS.
EACH OF THE
ANCILLARY AGREEMENTS SHALL BE IN FULL FORCE AND EFFECT.
SECTION 6.5.
NO INJUNCTIONS OR RESTRAINTS;
ILLEGALITY.
NO ORDER, INJUNCTION OR DECREE ISSUED BY ANY COURT OR AGENCY OF
COMPETENT JURISDICTION OR OTHER LAW PREVENTING OR MAKING ILLEGAL THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE IN
EFFECT.
ARTICLE VII.
CONDITIONS PRECEDENT TO TRANSFEROR'S OBLIGATION TO CLOSE
The obligation of Transferor to transfer the JV Interest to JV Acquiror and to
accept the Exchange Consideration and of Transferor and HVB AG to take the other
actions required to be taken thereby at the Closing is subject to the
satisfaction, at or prior to the Closing,
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of each of