(c) Stockholder Approvals and Registration of GE 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 Utah, 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 governmental agency have notified any party to this Agreement that consummation of the Merger would constitute a violation of the laws of the United States and that it intends to commence proceedings to restrain the consummation of the Merger or to force divestiture, unless such agency shall have withdrawn such notice prior to what would otherwise have been the Time of Filing. (e) Australian Trade Practices Act 1974. No action or proceeding shall have been instituted and, at what would otherwise have been the Time of Filing, remain pending under the Australian Trade Practices Act 1974 to restrain or prohibit the transactions contemplated by this Agreement nor shall any Australian governmental agency have notified any party to this Agreement that consummation of the Merger would constitute a violation of the Australian Trade Practices Act 1974 and that it intends to commence proceedings to restrain the consummation of the Merger or to force divestiture, unless such agency shall have withdrawn such notice prior to what would otherwise have been the Time of Filing. (f) Tax Ruling. Utah shall have received in form and substance satisfactory to it a tax ruling from the Internal Revenue Service to the effect that: (i) the Merger constitutes a reorganization within the meaning of section 368(a)( 1) of the Code; (ii) no gain or loss will be recognized by GE, GE Subsidiary or Utah as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of Utah upon the exchange of their Utah Common Stock solely for GE Common Stock (including fractional share interests to which they may be entitled); (iv) the basis of the GE Common Stock to be received by the stockholders of Utah (including any fractional share interests to which they may be entitled) will be the same as the basis of the Utah Common Stock surrendered in exchange therefor; and (v) the holding period of the GE Common Stock to be received by the stockholders of Utah (including any fractional share interests to which they may be entitled) will include the holding period of the Utah Common Stock surrendered in exchange therefor, provided that such Utah stock is held as a capital asset on the effective date of the Merger. (g) Letter of Peat, Marwick, Mitchell & Co. Utah shall have been furnished with a letter of Peat, Marwick, Mitchell & Co., dated the Time of Filing, in form and substance satisfactory to Utah, to the effect that: (i) it is a firm of independent public accountants with respect to GE and its subsidiaries, within the meaning of the Securities Act and the rules and regulations of the SEC thereunder; (ii) in its opinion the audited consolidated financial statements of GE and its subsidiaries examined by it and included in the Registration Statement comply as to form in all material 22 respects with the applicable requirements of the Securities Act and the applicable published rules and regulations of the SEC thereunder with respect to Registration Statements on Form S-14; (iii) on the basis of specified procedures (which do not constitute an examination in accordance with generally accepted auditing standards), consisting of a reading of the unaudited consolidated financial statements, if any, of GE and its subsidiaries included in the Registration Statement and of the latest available unaudited consolidated financial statements of GE and its subsidiaries, inquiries of officers of GE responsible for financial and accounting matters, a reading of the minutes of meetings of stockholders, the Board of Directors and the Audit and Finance Committee of the Board of Directors of GE, nothing has come to its attention which caused it to believe (A) that the unaudited consolidated financial statements, if any, of GE and its subsidiaries included in the Registration Statement were not fairly presented in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements of GE and its subsidiaries as of December 31, 1975, or that the unaudited net sales billed and net earnings amounts, if any, set forth in the Registration Statement in the paragraph following General Electric Management's Discussion and Analysis of Statement of Current and Retained Earnings were not determined on a basis substantially consistent with that of the corresponding accounts in the audited statement of consolidated income of GE and its subsidiaries, and (B) during the period from December 31, 1975 to a date five business days prior to the Time of Filing there was any change in the capital stock or long-term debt of GE and its subsidiaries or any decrease in consolidated net assets as compared with amounts shown in such consolidated balance sheet, except for changes or decreases which the Registration Statement discloses have occurred or may occur, or they shall state any specific changes or decreases therein, or that during the period from the date of said balance sheet to said specific date there was any decrease, as compared with the corresponding period in the prior year, in consolidated net income of GE and its subsidiaries except for any decrease which the preliminary Joint Proxy Statement with respect to the Merger in the form first filed with the SEC discloses has occurred or may occur; and (C) that the unaudited consolidated financial statements, if any, of GE and its subsidiaries included in the Registration Statement do not comply as to form in all material aspects with the applicable accounting requirements of the Securities Act and the rules and regulations of the SEC thereunder. (h) Statutory Requirements. All statutory requirements for the valid consummation by GE and GE Subsidiary of the transactions contemplated by this Agreement and the Agreement of Merger shall have been fulfilled; and all authorizations, consents and approvals of all federal, state, local and foreign governmental agencies and authorities required to be obtained in order to permit consummation by GE and GE Subsidiary of the transaction contemplated by this Agreement shall have been obtained. (i) Opinion of Counsel of GE and GE Subsidiary. Utah shall have received from Messrs. White & Case, counsel for GE and GE Subsidiary, an opinion, dated immediately prior to the Time of Filing, in form and substance satisfactory to Utah's counsel, Messrs. Pillsbury, Madison & Sutro, concurring in the opinion set forth in clause (x) of Section l(i) of this Article V and to the effect that (i) GE and GE Subsidiary is each a corporation duly organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) GE and GE Subsidiary each has the corporate power to carry on its business as now being conducted, (iii) the authorized capital stock of GE Subsidiary is as set forth in Section 3 of Article II hereof, and stating the number of shares of such stock which have been issued and that such shares have been duly and validly authorized and issued and are fully paid and nonassessable and are owned of record by GE, (iv) the shares of GE Common Stock for which the shares of Utah Common Stock are to be exchanged pursuant to paragraph (1 )(a) of Article V of the Agreement of Merger have been duly authorized and, immediately after the effective time of the Merger, will be duly and validly issued and will be fully paid and nonassessable, (v) this Agreement has been duly executed and delivered by GE, this Agreement and the Agreement of Merger each has been duly executed and delivered by GE Subsidiary, this Agreement is the valid and binding obligation of GE and GE Subsidiary, the Agreement of Merger is the valid and binding 23