ADDITIONAL CONDITIONS TO OBLIGATIONS OF CHRISTIANA. The obligation of Christiana to effect the Merger is, at the option of Christiana, also subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) The representations and warranties of Weatxxxxxxx xxx Sub contained in Section 2.1 shall be accurate as of the date of this Agreement and (except to the extent such representations and warranties speak specifically as of an earlier date) as of the Closing Date as though such representations and warranties had been made at and as of that time; all the terms, covenants and conditions of this Agreement to be complied with and performed by Weatxxxxxxx xx or before the Closing Date shall have been duly complied with and performed in all material respects; and a certificate to the foregoing effect dated the Closing Date and signed by the chief executive officer of Weatxxxxxxx xxxll have been delivered to Christiana; (b) The Board of Directors of Christiana and C2 shall have received from Prudential Securities Corporation, financial advisor to Christiana and C2, a written opinion, satisfactory in form and substance to the Board of Directors of Christiana and C2, to the effect that from a financial point of view to the Christiana Shareholders the Merger, which includes (i) the consideration to be received in the Merger and (ii) the purchase price for Logistic is fair to the Christiana Shareholders, which opinion shall not subsequently be withdrawn; (c) Christiana and C2 shall have received from Fulbright & Jawoxxxx L.L.P. counsel to Weatxxxxxxx, xx opinion dated the Closing Date covering customary matters relating to this Agreement and the Merger, including an opinion in form and substance with respect to the matters described in Section 2.1(a), (b)(iii), (c) and (d)(i), (ii) and (iii); (d) C2 and Christiana shall have received from Arthxx Xxxexxxx XXX, a written opinion, in form and substance satisfactory to Christiana, dated as of the date that the Proxy Statement is first mailed to stockholders of Christiana and Weatxxxxxxx xx the effect that (i) the Merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code by reason of Section 368(a)(2)(E) of the Code; (ii) Weatherford, Sub and Christiana will each be a party to that reorganization within the meaning of Section 368(b) of the Code, and (iii) Weatherford, Sub and Christiana shall not recognize any gain or loss for U.S. federal income tax purposes as a result o...
