funds (except borrowings by wholly-owned subsidiaries from their parent corporations, borrowings pursuant to bank lines of credit and other loan agreements listed on Schedule F previously delivered by Utah to GE and other unsecured borrowings not to exceed $25,000,000) or guarantee or agree to guarantee the obligations of others, or (viii) waive or commit to waive any rights of substantial value, or (ix) contribute or commit to contribute more than $Australian 600,000 to Utah Foundation Ltd., or (x) enter into an agreement, contract or commitment which, if entered into prior to the date of this Agreement, would be required to be listed in a schedule delivered to GE pursuant to the terms of this Agreement. (d) GE will not declare, set aside or pay any dividend or distribution with respect to GE Common Stock except for dividends in cash or GE Common Stock. (e) Utah shall duly amend its Restricted Stock Bonus agreements to provide that at the effective time of the Merger shares of Utah Common Stock issued pursuant thereto shall be exchanged for shares of GE Common Stock upon the terms described in the Agreement of Merger and the stock referred to in such agreements shall be GE Common Stock. (f) Utah shall duly amend its Stock Investment Plan to provide that at the effective time of the Merger the stock referred to in such plan shall be GE Common Stock. 2. Stockholder Approvals. GE, GE Subsidiary and Utah agree to submit this Agreement and the Agreement of Merger to their respective stockholders for approval, and GE agrees to submit an amendment to its Restated Certificate of Incorporation increasing the number of authorized shares of GE Common Stock by an amount at least sufficient to permit GE to issue the GE Common Stock contemplated by this Agreement and the Agreement of Merger to its stockholders for approval, all as provided by law and their respective Certificates of Incorporation (or, in the case of GE's submission of this Agreement and the Agreement of Merger to its stockholders, by the rules of the New York Stock Exchange), at, in the case of GE and Utah, meetings which shall be held on July 27, 1976 if the Registration Statement on Form S-14 referred to in Section 4 of this Article IV shall become effective on or prior to June 7, 1976, or as soon after July 27, 1976 as practicable if such Registration Statement shall not be effective by June 7, 1976, it being understood that GE and Utah will use all reasonable efforts to take all such steps as shall be required in order for said meetings to be held on July 27, 1976 (the proxy statements used in connection with such meetings of the stockholders of GE and Utah on the dates on which they are mailed to such stockholders being hereinafter called the "Proxy Statements"). GE agrees, subject to obtaining the requisite vote of its stockholders, to cause its shares of GE Subsidiary to be voted in favor of the Merger or to consent thereto as the holder of all of the outstanding shares of GE Subsidiary (unless at the time of such vote or consent Utah has failed to perform any act or failed to perform any condition required by the terms of this Agreement to be performed or fulfilled by Utah at or prior to the time of such vote or consent, and GE shall be entitled to obtain from Utah an appropriate certification as to such matters as of the date of such vote or consent). 3. Listing of GE Common Stock. GE shall use all reasonable efforts to obtain, prior to the effective time of the Merger, approval for the listing on the New York and Boston Stock Exchanges, upon official notice of issuance, of the shares of GE Common Stock to be exchanged for the issued and outstanding shares of Utah Common Stock pursuant to Article V of the Agreement of Merger. 4. GE Registration Statement, etc. Prior to the effective time of the Merger, GE shall in due course prepare and file with the SEC a registration statement on Form S-14 under the Securities Act for the purpose of registering the shares of GE Common Stock to be exchanged for the shares of Utah Common Stock pursuant to Article V of the Agreement of Merger, which registration statement shall include the Proxy Statement of GE referred to in Section 2 of this Article IV (such registration statement and the prospectus to be included therein as of the time such registration statement is declared effective being hereinafter called the "Registration Statement" and "Prospectus," respectively). 5. Information for Proxy Statements and Registration Statement. Utah and GE will each furnish to the other such data and information relating to it as the other may reasonably request for the purpose of including such data and information in the Proxy Statements or Registration Statement. 14 6. Tax Ruling. Each of the parties shall use all reasonable efforts to obtain the tax ruling referred to in Sections 1(f) and 2(f) of Article V hereof. 7. Restricted Utah Common Stock. Schedule K previously delivered by Utah to GE lists all Utah Affiliates and all holders of Utah Common Stock issued pursuant to any agreements or plans imposing restrictions on the rights of resale of such shares (to the extent that such restrictions continue to exist immediately following the effective time of the Merger), and the amounts of such shares, for the purpose of permitting GE to imprint appropriate legends on the certificates representing the shares of GE Common Stock to be issued pursuant to the Merger to Utah Affiliates or in exchange for such restricted shares of Utah Common Stock. Such Schedule K shall be updated and put in definitive form not later than three business days before the Time of Filing. For the purposes of this Agreement (including Exhibit B hereto), "Utah Affiliates" means each person (other than Utah) who, should he resell GE Common Stock acquired by him in connection with the Merger, may be deemed to be subject to the requirements of paragraphs (c) and (d) of Rule 145 under the Securities Act. 8. Letters from Utah Affiliates. Utah will use its best efforts to obtain from each of the Utah Affiliates a letter substantially in the form attached as Exhibit B hereto. 9. Consents. Utah shall use its best efforts to obtain the consent or approval of each person listed on Schedule F and Schedule G previously delivered by Utah to GE whose consent or approval is required pursuant thereto. ARTICLE V Conditions Of Merger; Abandonment Of Merger 1. Conditions of Obligation of GE and GE Subsidiary. The obligation of GE and GE Subsidiary to effect the Merger shall be subject to the following conditions: (a) Representations and Warranties of Utah to be True. The representations and warranties of Utah herein contained shall be true at the Time of Filing with the same effect as though made at such time, except to the extent waived hereunder or affected by the transactions contemplated herein and by the schedules delivered hereunder; Utah shall have performed all obligations and complied with all covenants and conditions required by this Agreement to be performed or complied with by it at or prior to the Time of Filing; and Utah shall have delivered to GE a certificate of Utah in form and substance satisfactory to GE, dated the Time of Filing and signed by its Chairman and principal financial officer, to all such effects. (b) Listing of GE Common Stock. The New York and Boston Stock Exchanges shall have approved for listing, upon official notice of issuance, the shares of GE Common Stock for which the Utah Common Stock issued and outstanding immediately prior to the effective time of the Merger shall be exchanged at the effective time of the Merger. (c) Stockholder Approvals and Registration of GE Common Stock. The stockholders of GE, GE Subsidiary and Utah shall have approved this Agreement and the Agreement of Merger, and the stockholders of GE shall have approved an increase in the number of authorized shares of GE Common Stock, all as referred to in Section 2 of Article IV hereof. The Registration Statement shall be effective under the Securities Act and not the subject of any "stop order" or threatened "stop order." (d) No Governmental Proceedings. The United States Department of Justice shall have issued a letter pursuant to its Business Advisory Clearance Procedure which, in the reasonable opinion of GE, shall indicate the absence of a present intention to take legal action to prevent the Merger from being consummated without material change in either the rights of the parties hereunder or in the composition or nature of the assets of GE, Utah or the consolidated subsidiaries of either. No action or proceeding shall have been instituted and, at what would otherwise have been the Time of Filing, remain pending before a court or other governmental body by any governmental agency or public authority to restrain or prohibit the transactions contemplated by this Agreement, nor shall any 15