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200209214 information and its Subsidiaries. No information or knowledge obtained by my party bercto in my iavestigation pursuant to this Section shall affect or be deemed to modify any representation m warranty made by such party hereunder. SECTION 9.07. Further Auumnces. At and after the Effective Time, the officers ad directors of the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of the Company or Merger. Subsidiary. any dads, bills of sale, assignments or auunaces and to take and do, in the name and on behalf of the Company a Merger Subsidiary, my other actions and things to vea4 perfect or confirm of record or otherwise in the Surviving Corporation my and all right, title and interest in, to and under my of the rights, properties or assets of the Company acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger. ARTICLE 10 CorromONS To ram Mmtomt SE N 10.01. Candit w m Obligations of Each Parry: The obligations of the Company, parent and Merger Subsidiary to consummate the Merger me subject to the satisfaction or, to the extent permitted by law, waiver, of the following coodidons provided, that my condition that is not satisfied as a result of a breach by a Party been) of my provision of this Agreement shall cease, from ad after the time of such breach, to be a condition to the obligations of such party to consummate the Merge: (a) this Agreement shall have been approved and adopted by the shareholders of the Company in accordance with Arkansas Law; (b) no provision of my applicable law or regulation and an judgtnem, injunction, order or data shall prohibit the cons mmadoo of the Merger, (c) Merge Subsidiary shall have purchased Shares pursuant to the Offer, (d) the Form S-4 shall have been declared effective, an stop order suspending the effectiveaesa of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Parent Stock to be issued in the Mager shall have been approved for listing on the NYSE, subject to official notice of issuance; and (f) Parent shall have received an opinion of Davis Polls & Wardwell substantially in the form of Exhibit D beam, on the bums of certain facts, representations and assumptions set forth in such opinion, dated the Effective Time, to the effect that the Merger will be heated for federal income tax purposes as a 368(a) Reorganization and that each of Parent, Merger Subsidiary and the Company will be a parry to the m organization within the meaning of Section 368(6) of the Code. In rendeiag such opinion, such counsel shall be entitled to rely upon relaesenutioro of officers of Parent, Mager Subsidiary and the Company substantially is the form of Exhibits F and G beau. SeertoN 10.02. Cardidom to rue Obliganom of the Company. The obligations of the Company to couumm°,^ the Merger are subject to the satisfaction of the following further condition: that the Company shall have maeaved an opinion of [fustier Rock LLP substantially in the farm of Exhibit E beseto, on the basis of ceraiu facts, rePresewAbo and assumptions set forth to such opinion, dared the Effective Tam, n) the effect that the Merger will be heated for federal income out purposes as a 368(a) Rewgameanoa and that each of Parent. Merger Subsidiary and the Company will be a pasty to the rmrgan auw within the mommg of Section 368(b) of the Code. In r adering such opinion, such counsel shall be nodded w rely upon representations of office's of Paraar. Meager Subsidiary and the Company substantially in the form of Exhibit$ F and G beeto. A -31