Common use of CONDITIONS TO THE OBLIGATIONS Clause in Contracts

CONDITIONS TO THE OBLIGATIONS. of United Under this Agreement. The obligations of United under this Agreement shall be further subject to the satisfaction or waiver, at or prior to the Effective Time, of the following conditions: (a) Representations and Warranties; Performance of Obligations of Raritan and Bank. The representations and warranties of Raritan contained in this Agreement, other than representations and warranties which are expressly stated to be made as of the date hereof or as of any other particular date, shall be true and correct on the Closing Date as though made on and as of the Closing Date. Raritan shall have performed in all material respects the agreements, covenants and obligations necessary to be performed by it prior to the Closing Date. With respect to any representation or warranty which as of the Closing Date has required a supplement or amendment to the Raritan Disclosure Schedule to render such representation or warranty true and correct as of the Closing Date, the representation and warranty shall be deemed true and correct as of the Closing Date only if (i) the information contained in the supplement or amendment to the Disclosure Schedule related to events occurring following the execution of this Agreement and (ii) the facts disclosed in such supplement or amendment would not either alone, or together with any other supplements or amendments to the Raritan Disclosure Schedule, materially adversely effect the representation as to which the supplement or amendment relates. In interpreting this Section 6.2(a) and Section 7.1(d) hereof, no representation or warranty of Raritan shall be deemed untrue or incorrect, and Raritan shall not be deemed to have breached a representation or warranty, as a consequence of any fact, event or circumstance unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty of Raritan contained in this Agreement has had or is reasonably likely to have a material adverse effect on Raritan and the Bank, taken as a whole, from that disclosed by Raritan on the date of this Agreement.

CONDITIONS TO THE OBLIGATIONS. of United Under this Agreement. The obligations of United under this Agreement hereunder shall be further subject to the satisfaction or waiver, at due performance by the parties of the obligations and agreements to be performed hereunder on or prior to the Effective TimeClosing Date and to the accuracy of and compliance with the representations contained herein, as of the date hereof and as of the Closing Date, and are also subject to the following conditions: (a) Representations There shall be delivered to the Purchaser on or prior to the Closing Date a duly certified copy of the Ordinance, the Indenture, the Base Lease, the Lease, the Development and Warranties; Performance of Obligations of Raritan and Bank. The representations and warranties of Raritan contained in this Agreement, other than representations this Bond Purchase Agreement and warranties which are expressly stated to be made as of the date hereof or as of any other particular dateinstrument contemplated thereby, and such documents shall be true in full force and correct effect and shall not have been modified or changed except as may have been agreed to in writing by the Purchaser. (b) The City shall confirm on the Closing Date as though made on by a certificate that at and as of the Closing Date. Raritan shall have performed in Date the City has taken all material respects the agreements, covenants and obligations action necessary to be performed by it prior issue the Bonds and that there is no controversy, suit or other proceeding of any kind pending or, to its knowledge, threatened against the City wherein any question is raised affecting in any way the legal organization of the City or the legality of any official act shown to have been done in the transcript of proceedings leading up to the Closing Date. With respect to any representation or warranty which as issuance of the Closing Date has required a supplement Bonds, or amendment the constitutionality or validity of the obligations represented by the Bonds or the validity of the Bonds or any proceedings in relation to the Raritan Disclosure Schedule to render such representation issuance or warranty true and correct as of sale thereof. (c) The Purchaser shall execute a certificate, dated the Closing Date, to the representation and warranty shall be deemed true and correct as effect that (1) no litigation, proceeding or investigation is pending against the Purchaser or its affiliates or, to the knowledge of the Closing Date only if Purchaser, threatened which would (iA) contest, affect, restrain or enjoin the information contained issuance, validity, execution, delivery or performance of the Bonds, or (B) in any way contest the supplement corporate existence or amendment powers of the Purchaser, (2) no litigation, proceeding or investigation is pending or, to the Disclosure Schedule related knowledge of the Purchaser, threatened against the Purchaser that could reasonably be expected to events occurring following adversely affect its ability to perform its obligations hereunder or under the execution of this Agreement Base Lease, the Lease or the Development and (ii) the facts disclosed in such supplement or amendment would not either alone, or together with any other supplements or amendments to the Raritan Disclosure Schedule, materially adversely effect the representation as to which the supplement or amendment relates. In interpreting this Section 6.2(a) and Section 7.1(d) hereof, no representation or warranty of Raritan shall be deemed untrue or incorrect, and Raritan shall not be deemed to have breached a representation or warranty, as a consequence of any fact, event or circumstance unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty of Raritan contained in this Agreement has had or is reasonably likely to have a material adverse effect on Raritan and the Bank, taken as a whole, from that disclosed by Raritan on the date of this Performance Agreement.,

CONDITIONS TO THE OBLIGATIONS. of United Under this AgreementOF THE UNDERWRITER, AND THE SALE OF THE SHARES. The obligations of United under this Agreement shall be further the Underwriter hereunder, and the closing of the sale of the Closing Securities, are subject to the satisfaction or waiveraccuracy, at or prior to when made and as of the Effective TimeApplicable Time and on the Closing Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) Representations No stop order suspending the effectiveness of the Registration Statement or any part thereof, preventing or suspending the use of any Base Prospectus, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus or any part thereof shall have been issued and Warrantiesno proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, and all requests for additional information on the part of the Commission (to be included or incorporated by reference in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Underwriter; Performance each Issuer Free Writing Prospectus, if any, and the Prospectus shall have been filed with the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 4(a); and FINRA shall have raised no objection to the fairness and reasonableness of Obligations the terms of Raritan this Agreement or the transactions contemplated hereby. (b) The Underwriter shall not have discovered and Bank. The representations disclosed to the Company on or prior to the Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Underwriter, is material or omits to state any fact which, in the opinion of such counsel, is material and warranties is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of Raritan contained fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents, the Securites, the Registration Statement, the General Disclosure Package, each Issuer Free Writing Prospectus, if any, and the Prospectus and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory to counsel for the Underwriter, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C shall have furnished to the Underwriter such counsel’s written opinion and negative assurances statement, as counsel to the Company, addressed to the Underwriter and dated the Closing Date, in form and substance satisfactory to the Underwriter. (e) Xxxxx & Xxxxxxxx LLP, special counsel for the Company with respect to patents and proprietary rights, shall have furnished to the Underwriter its opinion and negative assurance letter, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter. (f) Xxxxxxx Procter LLP, special counsel for the Company with respect to patents and proprietary rights, shall have furnished to the Underwriter its opinion and negative assurance letter, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter. (g) At the time of the execution of this Agreement, other than representations the Underwriter shall have received from Deloitte & Touche LLP a letter, addressed to the Underwriter, executed and warranties which dated such date, in form and substance satisfactory to the Underwriter (A) confirming that they are expressly stated an independent registered accounting firm with respect to be made the Company and its subsidiaries within the meaning of the Securities Act and the Rules and Regulations and PCAOB and (B) stating the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to Underwriter, with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. (h) On the effective date of any post-effective amendment to any Registration Statement and on the Closing Date, the Underwriter shall have received a letter (the “Bring-Down Letter”) from Deloitte & Touche LLP addressed to the Underwriter and dated the Closing Date confirming, as of the date hereof of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as the case may be, as of a date not more than three (3) business days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to Underwriter, with respect to the financial information and other matters covered by its letter delivered to the Underwriter concurrently with the execution of this Agreement pursuant to paragraph (h) of this Section 6. (i) The Company shall have furnished to the Underwriter a certificate, dated the Closing Date, of its Chairman of the Board, Chief Executive Officer or its President and its Chief Financial Officer or a Vice President of Finance, each in his or her capacity as an officer of the Company, stating that (i) such officers have carefully examined the Registration Statement, the General Disclosure Package, any other particular datePermitted Free Writing Prospectus and the Prospectus and, shall be true in their opinion, the Registration Statement and correct on each amendment thereto, at the Applicable Time and as of the date of this Agreement and as of the Closing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the General Disclosure Package, as though made on of the Applicable Time and as of the Closing Date. Raritan shall have performed in all material respects the agreements, covenants and obligations necessary to be performed by it prior to the Closing Date. With respect to any representation or warranty which Permitted Free Writing Prospectus as of the Closing Date has required a supplement or amendment to the Raritan Disclosure Schedule to render such representation or warranty true its date and correct as of the Closing Date, the representation Prospectus and warranty shall be deemed true each amendment or supplement thereto, as of the respective date thereof and correct as of the Closing Date only if (i) Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the information contained statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement, the General Disclosure Schedule related to events occurring following Package or the execution of this Agreement and Prospectus that has not been so set forth therein, (iiiii) the facts disclosed in such supplement or amendment would not either alone, or together with any other supplements or amendments to the Raritan Disclosure Schedule, materially adversely effect the representation as to which the supplement or amendment relates. In interpreting this Section 6.2(a) and Section 7.1(d) hereof, no representation or warranty best of Raritan shall be deemed untrue or incorrect, and Raritan shall not be deemed to have breached a representation or warrantytheir knowledge after reasonable investigation, as a consequence of any factthe Closing Date, event or circumstance unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty the representations and warranties of Raritan contained the Company in this Agreement are true and correct, and the Company has had complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to be performed or is reasonably likely satisfied hereunder at or prior to have the Closing Date, and (iv) there has not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the General Disclosure Package, any material adverse change in the financial position or results of operations of the Company and its subsidiaries or any change or development that, singly or in the aggregate, would involve a material adverse effect on Raritan change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company and the Bank, its subsidiaries taken as a whole, from that disclosed by Raritan on except as set forth in the Prospectus. (j) Since the date of the latest audited financial statements included in the General Disclosure Package or incorporated by reference in the General Disclosure Package as of the date hereof, (i) neither the Company nor any of its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute, otherwise than as set forth in the General Disclosure Package, and (ii) there shall not have been any change in the capital stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof; pursuant to the Company’s 2010 employee stock purchase plan or short-term or long-term debt of the Company or any of its subsidiaries, or any change, or any development involving a prospective change, in or affecting the business, general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries otherwise than as set forth in the General Disclosure Package, the effect of which, in any such case described in clause (i) or (ii) of this paragraph (k), is, in the judgment of the Underwriter, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Shares on the terms and in the manner contemplated in the General Disclosure Package. (k) No action shall have been taken and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would prevent the issuance or sale of the Shares or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company or its subsidiaries and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company or its subsidiaries. (l) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i)(A) trading in securities generally on the New York Stock Exchange, NASDAQ CM or the American Stock Exchange or in the over-the-counter market, or (B) trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Underwriter, impracticable or inadvisable to proceed with the sale or delivery of the Shares on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus. (m) The Company shall have filed a Notification: Listing of Additional Shares with the NASDAQ CM and shall have received no objection thereto from the NASDAQ CM. (n) FINRA shall have provided a Conditional No Objection letter and a 415 Takedown No Objections letter, and the Underwriter shall have not received a written notification from FINRA which prevents the consummation of the Offering. (o) The Underwriter shall have received the Lock-Up Agreements of the executive officers and directors of the Company listed in Schedule B to this Agreement. (p) Prior to the Closing Date, the Company shall have furnished to the Underwriter such good standing certificates, secretary and officers’ certificates, or such other documents as the Underwriter shall have reasonably requested. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter.

CONDITIONS TO THE OBLIGATIONS. of United Under this AgreementOF THE UNDERWRITER, AND THE SALE OF THE UNITS. The obligations of United under this Agreement shall be further the Underwriter hereunder, and the Closing of the sale of the Units, are subject to the satisfaction or waiveraccuracy, at or prior to when made and as of the Effective TimeApplicable Time and on the Closing Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) Representations No stop order suspending the effectiveness of the Registration Statement or any part thereof, preventing or suspending the use of any Base Prospectus, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus or any part thereof shall have been issued and Warrantiesno proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, and all requests for additional information on the part of the Commission (to be included or incorporated by reference in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Underwriter; Performance the Rule 462(b) Registration Statement, if any, each Issuer Free Writing Prospectus, if any, and the Prospectus shall have been filed with the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 5(a), and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its filing with the Commission; and FINRA shall have raised no objection to the fairness and reasonableness of Obligations the terms of Raritan this Agreement or the transactions contemplated hereby. (b) The Underwriter shall not have discovered and Bank. The representations disclosed to the Company on or prior to the Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Underwriter, is material or omits to state any fact which, in the opinion of such counsel, is material and warranties is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of Raritan contained fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement, the Units, the Registration Statement, the General Disclosure Package, each Issuer Free Writing Prospectus, if any, and the Prospectus and all other than representations legal matters relating to this Agreement and warranties which the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriter, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Xxxxxx Godward Kronish LLP shall have furnished to the Underwriter such counsel’s written opinion and negative assurances statement, as counsel to the Company, addressed to the Underwriter and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriter. (e) The Company’s general counsel shall have furnished to the Underwriter, such counsel’s written opinion, with respect to intellectual property matters, addressed to the Underwriter dated the Closing Date, in form and substance reasonably satisfactory to the Underwriter. (f) The Underwriter shall have received from Proskauer Rose LLP, counsel for the Underwriter, such opinion or opinions and negative assurances statement, dated the Closing Date, with respect to such matters as the Underwriter may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters. (g) At the time of the execution of this Agreement, the Underwriter shall have received from Ernst & Young LLP a letter, addressed to the Underwriter, executed and dated such date, in form and substance satisfactory to the Underwriter (i) confirming that they are expressly stated an independent registered accounting firm with respect to be made the Company and its subsidiaries within the meaning of the Securities Act and the Rules and Regulations and PCAOB and (ii) stating the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. (h) On the effective date of any post-effective amendment to any Registration Statement and on the Closing Date, the Underwriter shall have received a letter (the “Bring-Down Letter”) from Ernst & Young LLP addressed to the Underwriter and dated the Closing Date confirming, as of the date hereof of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as the case may be, as of a date not more than three (3) business days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information and other matters covered by its letter delivered to the Underwriter concurrently with the execution of this Agreement pursuant to paragraph (g) of this Section 7. (i) The Company shall have furnished to the Underwriter a certificate, dated the Closing Date, of its Chairman of the Board, Chief Executive Officer or its President and its Chief Financial Officer or a Vice President of Finance, each in his capacity as an officer of the Company, stating that (i) such officers have carefully examined the Registration Statement, the General Disclosure Package, any other particular datePermitted Free Writing Prospectus and the Prospectus and, shall be true in their opinion, the Registration Statement and correct on each amendment thereto, at the Applicable Time and as of the date of this Agreement and as of the Closing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the General Disclosure Package, as though made on of the Applicable Time and as of the Closing Date. Raritan shall have performed in all material respects the agreements, covenants and obligations necessary to be performed by it prior to the Closing Date. With respect to any representation or warranty which Permitted Free Writing Prospectus as of the Closing Date has required a supplement or amendment to the Raritan Disclosure Schedule to render such representation or warranty true its date and correct as of the Closing Date, the representation Prospectus and warranty shall be deemed true each amendment or supplement thereto, as of the respective date thereof and correct as of the Closing Date only if (i) Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the information contained statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement, the General Disclosure Schedule related to events occurring following Package or the execution of this Agreement and Prospectus that has not been so set forth therein, (ii) the facts disclosed in such supplement or amendment would not either alone, or together with any other supplements or amendments to the Raritan Disclosure Schedulebest of their knowledge after reasonable investigation, materially adversely effect as of the representation as to which Closing Date, the supplement or amendment relates. In interpreting representations and warranties of the Company in this Section 6.2(a) Agreement are true and Section 7.1(d) hereofcorrect in all material respects, no except that any such representation or warranty of Raritan shall be deemed untrue or incorrecttrue and correct in all respects where such representation and warranty is qualified with respect to materiality, and Raritan shall not be deemed to have breached a representation or warranty, as a consequence of any fact, event or circumstance unless such fact, event or circumstance, individually or taken together the Company has complied with all other factsagreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, events and (iii) there has not been, subsequent to the date of the most recent audited financial statements included or circumstances inconsistent with incorporated by reference in the General Disclosure Package, any representation or warranty of Raritan contained in this Agreement has had or is reasonably likely to have a material adverse effect on Raritan change in the financial position or results of operations of the Company and the Bankits subsidiaries, taken as a whole, from that disclosed by Raritan on or any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company and its subsidiaries taken as a whole, except as set forth in the Prospectus. (j) Since the date of the latest audited financial statements included in the General Disclosure Package or incorporated by reference in the General Disclosure Package as of the date hereof, (i) neither the Company nor any of its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the General Disclosure Package, and (ii) there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries, or any change, or any development involving a prospective change, in or affecting the business, general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth in the General Disclosure Package, the effect of which, in any such case described in clause (i) or (ii) of this paragraph (j), is, in the judgment of the Underwriter, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Units on the terms and in the manner contemplated in the General Disclosure Package. (k) No action shall have been taken and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would prevent the issuance or sale of the Units or result in a Material Adverse Effect on the business or operations of the Company or its subsidiaries, taken as a whole; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or sale of the Units or result in a Material Adverse Affect on the business or operations of the Company or its subsidiaries, taken as a whole. (l) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, NASDAQ GM or the American Stock Exchange or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Underwriter, impracticable or inadvisable to proceed with the sale or delivery of the Units on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus. (m) The Company shall have filed a Notification: Listing of Additional Shares with the NASDAQ GM and shall have received no objection thereto from the NASDAQ GM. (n) The Underwriter shall have received the written agreements, substantially in the form of Exhibit B hereto, of the executive officers and directors of the Company listed in Schedule B to this Agreement. (o) The Underwriter shall have received clearance from FINRA as to the amount of compensation allowable or payable to the Underwriter as described in the Pricing Prospectus. (p) Prior to the Closing Date, the Company shall have furnished to the Underwriter such further information, opinions, certificates (including a Secretary’s Certificate), letters or documents as the Underwriter shall have reasonably requested. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter.