Acquiror. Acquiror represents and warrants to Contributor that the following matters are true as of the Contract Date and shall be true as of the Closing Date:
Acquiror. (i) shall, and shall cause each of its Subsidiaries to, conduct its operations according to their ordinary and usual course of business in substantially the same manner as heretofore conducted; (ii) shall use its reasonable best efforts, and cause each of its Subsidiaries to use its reasonable best efforts, to preserve intact its business organizations and goodwill in all material respects, keep available the services of its officers and employees as a group, subject to changes in the ordinary course, and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them; (iii) shall not propose or adopt any amendments to its Articles of Association or by-laws; (iv) shall not issue any shares of their capital stock, except upon exercise of rights or options issued pursuant to existing employee incentive or benefit plans, programs or arrangements and non-employee director plans (including, without limitation, shares issued in connection with stock grants or awards or the exercise of rights or options granted in the ordinary course of business consistent with past practice pursuant to such plans, programs or arrangements) or effect any stock split or otherwise change its capitalization as it existed on January 18, 1999 (except as contemplated herein); (v) shall not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (vi) shall not, and shall not permit any of its Significant Subsidiaries to, grant, confer or award (A) any options, warrants, conversion rights or other rights, not existing on the date hereof, to acquire any shares of its capital stock or (B) any other awards under the Acquiror Stock Option -21- 26 Plans in each case under (A) and (B) for or at exercise or strike prices less than the fair market value of the Acquiror Common Shares; (vii) shall not, and shall not permit any of its Subsidiaries to, purchase or redeem any shares of its stock; (viii) shall not, and shall not permit any of its Subsidiaries to, agree, in writing or otherwise, to take any of the foregoing actions or take any action which would make any representation or warranty in Article V hereof untrue or incorrect; (ix) shall not, and shall not permit any of its Subsidiaries to, authorize, propose or announce an intention to authorize or propose, or enter into an agreement with respect to, any merger, consolidation or business combination (other than the Merger), or,...
Acquiror. Acquiror shall indemnify, defend and hold harmless CNF and the Shareholder from and against any and all Claims, as defined at subsection 7.1(a) above, incurred by CNF and/or the Shareholder which arise out of or result from a misrepresentation, breach of warranty or breach of any covenant of Acquiror contained herein or in the Schedules annexed hereto or in any deed, exhibit, closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by Acquiror pursuant hereto or in connection with the transactions contemplated hereby or thereby. Acquiror shall also indemnify CNF against any claims that may arise out of the assertion of dissenters rights by the former Shareholders of JLL Ventures Corp., in connection with the reincorporation of JLL Ventures Corp. into Acquiror.
Acquiror. Not less than five (5) business days prior to the Closing Date, Acquiror shall deliver to Contributor a copy of each of the following items (the original of each to be executed if necessary and delivered to Contributor at the Closing):
Acquiror. (i) As of the Agreement Effective Date, the authorized capital stock of Acquiror consists of: (A) 100,000,000 shares of Acquiror Common Stock of which, at June 18, 1996, 35,582,074 shares were issued and outstanding and 1,769,151 shares were held in treasury (including shares held in Acquiror's Benefits Protection Trust); and (B) 25,000,000 shares of Preferred Stock , $.01 par value, none of which are issued and outstanding. (ii) As of the Agreement Effective Date, except for rights issued pursuant to the Shareholders Rights Agreement, dated as of July 7, 1992, between Acquiror and The First National Bank of Boston and options to acquire an aggregate of 4,066,487 shares of Acquiror Common Stock, there were no outstanding options, warrants, rights, puts, calls, commitments or other contracts, arrangements, or understandings issued by or binding upon Acquiror requiring or providing for, and there were no outstanding securities of Acquiror or its subsidiaries which upon the conversion, exchange or exercise thereof would require or provide for, the issuance by Acquiror of any new or additional equity interests in Acquiror or any other securities of Acquiror which, with notice, lapse of time and/or payment of monies, are or would be convertible into or exercisable or exchangeable for equity interests in Acquiror (each, an "ACQUIROR EQUITY RIGHT"). (iii) As of the Agreement Effective Date all outstanding shares of the capital stock of Acquiror are, and immediately prior to the Effective Time all outstanding shares of the capital stock of Acquiror will be, validly issued, fully paid and nonassessable and free of any preemptive (or similar) right. (b)
Acquiror. (i) The Board of Directors of Acquiror, at a meeting held on December 11, 1997, adopted a resolution which declared that the Merger was advisable on substantially the terms and conditions set forth or referred to in the resolution and directed that the Merger be submitted for consideration at a special meeting of the stockholders of Acquiror.