SECTION 3.21

Insurance

30

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB

SECTION 4.01

Corporate Organization

30

SECTION 4.02

Articles of Incorporation and By-laws

30

SECTION 4.03

Authority Relative to this Agreement

30

SECTION 4.04

No Conflict; Required Filings and Consents

31

SECTION 4.05

Parent Approval

32

SECTION 4.06

Acquisition Sub Approval

32

SECTION 4.07

Financing

32

SECTION 4.08

No Vote Required

32

SECTION 4.09

Operations of Acquisition Sub

32

SECTION 4.10

Brokers

32

ARTICLE V

CONDUCT OF BUSINESS PENDING THE ARRANGEMENT

SECTION 5.01

Conduct of Business by the Company Pending the Arrangement

33

SECTION 5.02

Parent Approval of Dividends

35

SECTION 5.03

Conduct by Parent and Acquisition Sub Pending the Arrangement

36

SECTION 5.04

Advice of Changes

36

ARTICLE VI

ADDITIONAL AGREEMENTS

SECTION 6.01

Access to Information; Confidentiality

36

SECTION 6.02

No Solicitation of Transactions

36

SECTION 6.03

Employee Benefits Matters

38

SECTION 6.04

Directors and Officers Indemnification and Insurance

39

SECTION 6.05

No Personal Liability

40

SECTION 6.06

Further Action; Commercially Reasonable Efforts

40

SECTION 6.07

Public Announcements

41

SECTION 6.08

Notice of Developments

41

SECTION 6.09

Resignations

42

SECTION 6.10

Company Stock Plans

42

SECTION 6.11

Pre-Acquisition Reorganizations

42

SECTION 6.12

Proxies Received

43

SECTION 6.13

Change of Control Agreements

43