Harbinger Group Inc.
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SEC Filings

SC 13D/A
GLAZER MALCOLM I filed this Form SC 13D/A on 10/26/1994
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         (h)     It has the full power and authority, and has taken all action
necessary, to execute and deliver this Agreement and the Escrow Agreement and
to fulfill its obligations under, and to consummate the transactions
contemplated by, this Agreement and the Escrow Agreement.

         (i) It has duly executed and delivered this Agreement and the Escrow
Agreement and such agreements constitute its legal, valid and binding
obligations, enforceable in accordance with their terms.

         (j)     It has good right, title and interest in and to the Zapata
Shares, free and clear of any liens, encumbrances, set- offs or counterclaims
of any kind (except for restrictions or offers and sales during the black-out
period referred to in the SLA).

         (k)     The Zapata Shares are registered under an effective shelf
registration statement filed by Zapata Corporation with the Securities and
Exchange Commission pursuant to a certain Securities Liquidity Agreement dated
as of December 19, 1990 ("SLA") among Zapata and certain Zapata stockholders
(including the Purchaser) and such shares are freely saleable thereunder,
subject to the terms of the SLA.

         SECTION 10.      HSR Filing.
                          ----------

         (a)     The Purchaser agrees that it (or its ultimate parent as
determined under the HSR Act) (i) shall within five days after the date hereof
file with the Federal Trade Commission and the Department of Justice the
notification and report form required for the consummation of the transactions
contemplated by this Agreement, (ii) shall substantially comply in a prompt
manner with any request for additional materials or information made by
governmental officials in connection therewith pursuant to the HSR Act, and
(iii) shall use reasonable efforts to obtain early termination of the waiting
period under the HSR Act.

         (b)     The Purchaser shall promptly notify the Sellers upon the
expiration or earlier termination of the waiting period under the HSR Act.

         SECTION 11.      Termination.
                          -----------

         (a)     Notwithstanding anything herein or elsewhere to the contrary,
this Agreement may be terminated at any time before Closing as follows: (i) by
mutual written consent of the Purchaser and the Sellers; (ii) by written notice
from one party to the other if the HSR waiting period has not expired within
forty-five (45) days after the date hereof; or (iii) by the Sellers in
accordance with Section 4(b)(i)(A) hereof; or (iv) by written notice from one
party to the other if the Closing has not





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