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These excerpts taken from the CT 10-K filed Mar 16, 2009. Material Adverse
Change”).
(f) Intentionally
omitted.
(g) Prior
to the Closing Date, the Company shall have furnished to the Holders of the
Securities and their counsel such further information, certificates and
documents as the Holders of the Securities or such counsel may reasonably
request.
If any of
the conditions specified in this Section 3 shall
not have been fulfilled when and as provided in this Agreement, or if any of the
opinions, certificates and documents mentioned above or elsewhere in this
Agreement shall not be reasonably satisfactory in form and substance to the
Holders of the Securities or their counsel, this Agreement and any obligations
of Taberna hereunder, whether as holders of the Original Preferred Securities or
as prospective Holders of the Securities, may be canceled at, or at any time
prior to, the Closing Date by Taberna. Notice of such cancellation
shall be given to the Company in writing or by telephone and confirmed in
writing, or by e-mail or facsimile.
- 8
-
Each
certificate signed by any officer of the Company and delivered to the Holders of
the Securities or the Holders’ counsel in connection with the Operative
Documents and the transactions contemplated hereby and thereby shall be deemed
to be a representation and warranty of the Company and not by such officer in
any individual capacity.
4. Material Adverse
Change”).
(f) Intentionally
omitted.
(g) Prior
to the Closing Date, the Company shall have furnished to the Holders of the
Securities and their counsel such further information, certificates and
documents as the Holders of the Securities or such counsel may reasonably
request.
If any of
the conditions specified in this Section 3 shall
not have been fulfilled when and as provided in this Agreement, or if any of the
opinions, certificates and documents mentioned above or elsewhere in this
Agreement shall not be reasonably satisfactory in form and substance to the
Holders of the Securities or their counsel, this Agreement and any obligations
of Taberna hereunder, whether as holders of the Original Preferred Securities or
as prospective Holders of the Securities, may be canceled at, or at any time
prior to, the Closing Date by Taberna. Notice of such cancellation
shall be given to the Company in writing or by telephone and confirmed in
writing, or by e-mail or facsimile.
- 8
-
Each
certificate signed by any officer of the Company and delivered to the Holders of
the Securities or the Holders’ counsel in connection with the Operative
Documents and the transactions contemplated hereby and thereby shall be deemed
to be a representation and warranty of the Company and not by such officer in
any individual capacity.
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