Agreement of Merger, shall be subject to adjustment as follows: in the event that, subsequent to the date of this Agreement but prior to the effective time of the Merger, the outstanding shares of GE Common Stock shall have been without consideration, increased, decreased, changed into or exchanged for a different number or kind of shares or securities through reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other like changes in GE's capitalization, then an appropriate and proportionate adjustment shall be made in the number and kind of shares or securities to be thereafter delivered to the holders of Utah Common Stock pursuant to the Merger, it being understood that in no event shall other than GE Common Stock as then constituted be issued in exchange for Utah Common Stock pursuant to the Merger. article ii Representations And Warranties Of Utah Utah represents, warrants and agrees as follows: 1. Organization, etc. Utah is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Utah's subsidiaries and affiliates (as such terms are defined in Section 2 of Article VII hereof) is listed in Schedule A previously delivered by Utah to GE and is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization (except that with respect to insignificant subsidiaries indicated on Schedule A and affiliates domiciled in foreign countries such representation as to good standing is to the best knowledge of Utah) and has the corporate power or, if not a corporation, the power under its governing instruments to own its respective properties and to carry on its respective business as now being conducted; and Utah has the corporate power to execute and deliver this Agreement and the Agreement of Merger and consummate the transactions contemplated hereby. Utah and each of its subsidiaries and affiliates is duly qualified and licensed and in good standing as a foreign corporation or other entity in each jurisdiction set forth with reference to Utah, such subsidiary and affiliate, respectively, in such Schedule A, constituting each jurisdiction in which such qualification is required except for jurisdictions in which failure to so qualify does not subject any such entity to any material liability or disability by reason of the failure to be so qualified in any jurisdiction (except that with respect to qualification in certain foreign countries designated in Schedule A such representation is to the best knowledge of Utah). Schedule A also correctly identifies each director or other person exercising similar functions of each subsidiary and affiliate of Utah. 2. Capital Stock of Utah. As of the date of this Agreement, the authorized capital stock of Utah consists of (i) 80,000,000 shares of Utah Common Stock, of which 31,540,289 shares are issued and outstanding (exclusive of 98 shares held in Utah's treasury) and (ii) 1,000,000 shares of preferred stock without par value, of which 405,057 shares of 30c Cumulative Convertible Preferred Stock are authorized and none is issued and outstanding. Except for 98 shares of Utah Common Stock, no shares of such capital stock are held in the treasury of Utah or by any of its subsidiaries or affiliates. As of the date of this Agreement, there are no outstanding options, warrants or other rights to subscribe for or purchase from Utah or any of its subsidiaries or affiliates, or any plans, contracts or commitments providing for the issuance of, or the granting of rights to acquire, any capital stock of Utah or securities convertible into or exchangeable for capital stock of Utah, it being understood that Utah's 1974 Restricted Stock Bonus Plan (the "1974 Plan") and the various restricted stock agreements pursuant to which Utah has issued Utah Common Stock to employees of Utah and certain of its subsidiaries and affiliates under or prior to such plan (the "Restricted Stock Bonus agreements") (all of which are accurately listed on Schedule F referred to in Section 9 of this Article II and are hereinafter sometimes collectively referred to, together with such plan, as the "Restricted Stock Bonus Plans") and Utah's Stock Investment Plan shall not be deemed to constitute rights to subscribe or plans, contracts or commitments within the meaning of this sentence. All issued shares of Utah Common Stock are duly authorized, validly issued and (except for the aforesaid treasury shares) outstanding, and are fully paid and nonassessable. Schedule A previously delivered by Utah to GE accurately lists all shares of capital stock reserved for issuance by Utah. There are no unsatisfied pre-emptive rights in respect of Utah's capital stock. 2 3. Capital Stock of Utah's Subsidiaries and Other Interests in Securities. Utah owns directly or indirectly all of the outstanding capital stock of, and other ownership interests in, the subsidiaries and affiliates of Utah referred to in Schedule A heretofore delivered to GE by Utah, or such lesser amount as is set forth therein, which stock or other ownership interest is validly authorized and issued, is fully paid and nonassessable, and is owned free and clear of liens, claims, options, charges and encumbrances (including any imposed by law in any jurisdiction) except as set forth on such Schedule. Schedule A also accurately lists the record owners, and beneficial owners to the extent known, of all outstanding capital stock and other ownership interests in such subsidiaries and affiliates not owned directly or indirectly by Utah. Schedule A also accurately lists all other equity or other ownership interests in and all bonds, notes and debentures of other business enterprises which Utah and its subsidiaries and affiliates own and which are held subject to any legal, contractual or other limitations or restrictions on the right to resell the same (including any imposed by law in any jurisdiction). Except as required by the laws of foreign jurisdictions as set forth in such Schedule A, there are no outstanding options, warrants or other rights to subscribe for or purchase from Utah or any of its subsidiaries or affiliates, or any plans (other than the Restricted Stock Bonus Plans and the Stock Investment Plan referred to in Section 2 of this Article II), contracts or commitments providing for the issuance of, or the granting of rights to acquire, (i) any capital stock or other ownership interest of any subsidiary or affiliate of Utah, or (ii) any securities convertible into or exchangeable for any of such capital stock or other ownership interest, or (iii) any of such other listed debt, equity or ownership interests. There are no outstanding contractual obligations of Utah or any of its subsidiaries or affiliates to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests of Utah or any of its subsidiaries or affiliates, except as disclosed in such Schedule A. Schedule A also accurately lists all shares of capital stock and other ownership interests reserved for issuance by any subsidiary or affiliate of Utah. There are no unsatisfied preemptive rights in respect of the capital stock or other ownership interest of any subsidiary or affiliate of Utah. 4. Financial. (a) Utah has previously furnished GE a true and complete copy of (i) Utah's Annual Report on Form 10-K for the fiscal year ended October 31, 1975, as amended, which report (the "1975 10-K") includes, among other things, consolidated balance sheets of Utah and its subsidiaries as at October 31, 1975 and 1974, the related statements of consolidated income of Utah and its subsidiaries for the two years then ended and the consolidated summary of operations of Utah and its subsidiaries for the five years ended October 31, 1975, and (ii) Utah's Quarterly Report on Form 10-Q for the quarter ended January 31, 1976 (the "January 10-Q"). The financial statements contained in the 1975 10-K and the consolidated statements of capitalization and stockholders' equity and income contained in the January 10-Q have been prepared in conformity with generally accepted accounting principles applied on a basis consistent with prior periods. Subject to the effect of such adjustment, if any, as may be required as a result of compensation which may be received by Marcona Corporation ("Marcona") for the expropriated Peruvian assets as described in Note 3 to the consolidated financial statements of Utah and its subsidiaries included in the 1975 10-K, the consolidated balance sheets of Utah and its subsidiaries as at October 31, 1975 and 1974 contained in the 1975 10-K fairly present the consolidated financial condition of Utah and its subsidiaries as at the dates thereof, the related statements of consolidated income of Utah and its subsidiaries contained therein fairly present the results of the operations thereof for the fiscal years then ended and the consolidated summary of operations of Utah and its subsidiaries contained therein fairly summarizes the operations thereof for the five fiscal years ended October 31, 1975. Subject to the qualification described in the preceding sentence, the consolidated statements of capitalization and stockholders' equity of Utah and its subsidiaries as at January 31, 1976 and 1975 contained in the January 10-Q fairly present (subject to normal year-end audit adjustments) the consolidated capitalization and stockholders' equity of Utah and its subsidiaries as at the dates thereof, and the related statements of consolidated income of Utah and its subsidiaries for the 3-month periods ended January 31, 1976 and 1975 contained therein fairly present (subject to normal year-end audit adjustments) the results of the operations thereof for the periods indicated. The consolidated balance sheets of Marcona and its subsidiaries as at December 31, 1975 and 1974 contained in the 1975 10-K fairly present the consolidated financial condition of Marcona and its subsidiaries as at the dates thereof and the related consolidated statements of 3 ?