(ii) The representations and warranties of the Company contained in Section 1 hereof
are true and correct as of the Closing Date or the Option Closing Date, as the case may be;
(iii) Since the respective dates as of which
information is given in the Registration Statement, the General Disclosure Package and Prospectus, there has not been a Material Adverse Effect; and
(iv) The Company has complied in all material respects with all of the agreements and satisfied in all material respects all of the conditions
on its part to be performed or satisfied hereunder on or prior to such date.
(f) The Company shall have furnished to the Representatives
such further certificates and documents confirming the representations and warranties, covenants and conditions contained herein and related matters as the Representatives may reasonably have requested.
(g) The Firm Shares and Option Shares, if any, have been duly listed, subject to notice of issuance, on The New York Stock Exchange.
(h) The Lockup Agreements described in Section 4(a)(xiii) hereof are in full force and effect.
(i) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state
or foreign governmental or regulatory authority that would, as of the Closing Date or the Option Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal, state or foreign
court shall have been issued that would, as of the Closing Date or the Option Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company.
If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this
Agreement to be fulfilled, the obligations of the Underwriters hereunder may be terminated by the Representatives by notifying the Company of such termination in writing at or prior to the Closing Date or the Option Closing Date, as the case may be.
In such event, the Company and the Underwriters shall not be under any obligation to each other (except to the extent provided in
Sections 5 and 7 hereof).