OF DIRECTORS OF THE COMPANY (OR,
IF APPROPRIATE, ANY COMMITTEE THEREOF) HAS ADOPTED APPROPRIATE RESOLUTIONS, AND
THE COMPANY HEREBY AGREES TO TAKE ALL OTHER ACTIONS NECESSARY AFTER THE DATE
HEREOF, IF ANY, TO PROVIDE THAT EACH OUTSTANDING STOCK OPTION (EACH "OPTION")
HERETOFORE GRANTED BY THE COMPANY, WHETHER UNDER THE COMPANY'S 1996 STOCK
INCENTIVE PLAN (THE "COMPANY STOCK OPTION PLAN") OR OTHERWISE, SHALL AT THE
EFFECTIVE TIME BE CANCELLED, AND EACH HOLDER OF OUTSTANDING OPTIONS WHICH ARE
VESTED AND EXERCISABLE IMMEDIATELY PRIOR TO THE EFFECTIVE TIME SHALL BE ENTITLED
TO RECEIVE A PAYMENT IN CASH AS PROVIDED IN SECTION 6.8 HEREOF (SUBJECT TO ANY
APPLICABLE WITHHOLDING TAXES, THE "CASH PAYMENT").
AS PROVIDED HEREIN, ALL
OPTIONS (WHETHER OR NOT VESTED OR EXERCISABLE) AND THE COMPANY STOCK OPTION PLAN
(AND ANY FEATURE OF ANY BENEFIT PLAN OR OTHER PLAN, PROGRAM OR ARRANGEMENT
PROVIDING FOR THE ISSUANCE OR GRANT OF ANY OTHER INTEREST IN RESPECT OF THE
CAPITAL STOCK OF THE COMPANY OR ANY SUBSIDIARY) SHALL TERMINATE AS OF THE
EFFECTIVE TIME.
THE COMPANY WILL TAKE ALL STEPS NECESSARY TO ENSURE THAT NONE
OF THE COMPANY OR ANY OF ITS SUBSIDIARIES IS OR WILL BE BOUND BY ANY OPTIONS,
OTHER OPTIONS, WARRANTS, RIGHTS OR AGREEMENTS WHICH WOULD ENTITLE ANY PERSON,
OTHER THAN THE CURRENT SHAREHOLDERS OF PURCHASER OR ITS AFFILIATES, TO ACQUIRE
ANY CAPITAL STOCK OF THE SURVIVING CORPORATION OR ANY OF ITS SUBSIDIARIES OR, TO
RECEIVE ANY PAYMENT IN RESPECT THEREOF (EXCEPT FOR CASH PAYMENTS TO BE MADE AS
PROVIDED IN SECTION 6.8 HEREOF TO HOLDERS OF OPTIONS THAT ARE VESTED AND
EXERCISABLE IMMEDIATELY PRIOR TO THE EFFECTIVE TIME) AND TO CAUSE THE OPTIONS TO
BE CANCELLED OR CAUSE THE HOLDERS OF THE OPTIONS TO AGREE TO SUCH CANCELLATION
THEREOF AS PROVIDED HEREIN.
11
SECTION 2.11.
CLOSING.
UPON THE TERMS AND SUBJECT
TO THE CONDITIONS HEREOF, AS SOON AS PRACTICABLE AFTER CONSUMMATION OF THE
OFFER, AND TO THE EXTENT REQUIRED BY THE PBCL AFTER THE VOTE OF THE SHAREHOLDERS
OF THE COMPANY IN FAVOR OF THE APPROVAL OF THE MERGER AND THIS AGREEMENT HAS
BEEN OBTAINED, THE COMPANY AND PURCHASER (OR PARENT IF APPROPRIATE) SHALL
EXECUTE AND FILE WITH THE DEPARTMENT OF STATE THE ARTICLES OF MERGER, AND THE
PARTIES SHALL TAKE ALL SUCH OTHER AND FURTHER ACTIONS AS MAY BE REQUIRED BY LAW
TO MAKE THE MERGER EFFECTIVE.
PRIOR TO THE FILING REFERRED TO IN THIS SECTION
2.11, A CLOSING (THE "CLOSING") WILL BE HELD AT THE OFFICES OF DECHERT LLP, 4000
BELL ATLANTIC TOWER, 1717 ARCH STREET, PHILADELPHIA, PA 19103-2793 (OR SUCH
OTHER PLACE AS THE PARTIES MAY AGREE) FOR THE PURPOSE OF CONFIRMING ALL OF THE
FOREGOING.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to Parent and Purchaser as follows:
SECTION 3.1.
ORGANIZATION AND QUALIFICATION
(A)
THE COMPANY IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
COMMONWEALTH OF PENNSYLVANIA AND HAS THE REQUISITE CORPORATE POWER AND CORPORATE
AUTHORITY AND POSSESSES ALL GOVERNMENTAL FRANCHISES AND