receipt of a financial benefit to which such. person is not entitled, voting for or assenting to a distribution to the members in violation of this Agreeinent or the Act, or a knowing violation of law. • SECTION VII 1,40UIDATIQK 'The COMpany shall be dissolved,. and shall terminate and windup its affair

WHEREAS, it is intended that the hterger. effeetinted.upixt; in accordance with, and subject to, the 'provisions' of an Agreeinent and Plan of Merger in 'the forin annexed as Exhibit "A" hereto, which has also been approved lay the Board of Directors of FTC and its sole sharehol