CLOSING.
THE CLOSING FOR THE SALE AND PURCHASE OF THE STOCK
("CLOSING") SHALL TAKE PLACE AT THE OFFICES OF STRADLEY, RONON, STEVENS & YOUNG,
LLP, 2600 ONE COMMERCE SQUARE, PHILADELPHIA, PENNSYLVANIA, AT 10:00 A.M. (LOCAL
TIME) ON THE FIFTH (5TH) BUSINESS DAY FOLLOWING THE SATISFACTION OF THE
CONDITIONS CONTAINED IN ARTICLE X AND ARTICLE XI OF THIS AGREEMENT (EXCEPT THOSE
CONDITIONS WHICH BY THEIR TERMS REQUIRE PERFORMANCE AT CLOSING), OR SUCH OTHER
DATE AND TIME AS IS MUTUALLY AGREED UPON BY THE PARTIES HERETO.
THE DATE AND
TIME OF CLOSING ARE HEREINAFTER REFERRED TO AS THE "CLOSING DATE."
THE CLOSING
SHALL BE EFFECTIVE AS OF 11:59 P.M. (LOCAL TIME) ON THE CLOSING DATE.
4.2.
DELIVERIES BY STOCKHOLDERS.
AT CLOSING, STOCKHOLDERS SHALL DELIVER
TO BUYER:
(A)
STOCK CERTIFICATES FOR THE STOCK, WHICH CERTIFICATES SHALL BE DULY
ENDORSED TO BUYER, OR ACCOMPANIED BY DULY EXECUTED STOCK POWERS; AND
(B)
SUCH DOCUMENTS LISTED IN ARTICLE X OF THIS AGREEMENT, AS ARE TO BE
DELIVERED TO BUYER BY STOCKHOLDERS.
4.3.
DELIVERIES BY BUYER.
AT CLOSING, BUYER SHALL DELIVER TO
STOCKHOLDERS:
(A)
THE PURCHASE PRICE, AS SPECIFIED IN SECTION 3.1; AND
(B)
SUCH DOCUMENTS LISTED IN ARTICLE XI OF THIS AGREEMENT, AS ARE TO
BE DELIVERED TO STOCKHOLDERS BY BUYER.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS AND GRANDI
Stockholders hereby represent and warrant, and Grandi represents and warrants
solely with respect to the provisions contained in Sections 5.1(b), to Buyer as
follows:
11
5.1.
AUTHORIZATION.
(A) THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, HAVE
BEEN DULY AND VALIDLY AUTHORIZED AND APPROVED BY ALL NECESSARY ACTION ON THE
PART OF STOCKHOLDERS.
THIS AGREEMENT CONSTITUTES A VALID AND BINDING OBLIGATION
OF STOCKHOLDERS, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS THE
ENFORCEABILITY HEREOF MAY BE LIMITED BY BANKRUPTCY, REORGANIZATION, MORATORIUM
OR SIMILAR LAWS RELATING TO OR LIMITING CREDITORS' RIGHTS GENERALLY OR BY
EQUITABLE PRINCIPLES.
NO CONSENT IS REQUIRED WITH RESPECT TO STOCKHOLDERS IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT,
EXCEPT (I) CONSENT UNDER THE HSR ACT, OR (II) AS SET FORTH ON SCHEDULE 5.1.
(b)
Grandi has full capacity to enter into this Agreement, and it
constitutes a valid and binding obligation of Grandi, enforceable in accordance
with its terms, except as the enforceability hereof may be limited by
bankruptcy, reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally or by equitable principles.
The execution, delivery
and performance of this Agreement, does not constitute a violation of, default
under, or conflict with, any Court Order applicable to Grandi.
5.2.
CAPITALIZATION.
THE AUTHORIZED NUMBER OF SHARES OF CAPITAL STOCK
OF FIBRE-METAL, THE PAR VALUE PER SHARE, AND THE NUMBER OF SHARES OF CAPITAL
STOCK OF FIBRE-METAL ISSUED AND OUTSTANDING, AND THE HOLDERS THEREOF, AS OF THE
DATE OF THIS AGREEMENT ARE AS SET FORTH ON SCHEDULE 5.2.
EXCEPT AS SET FORTH ON
SCHEDULE 5.2, EACH STOCKHOLDER IS THE SOLE RECORD AND BENEFICIAL OWNER OF EACH
SHARE OF STOCK INDICATED ON