AND WARRANTIES OF THE COMPANY.
THE COMPANY HEREBY
REPRESENTS AND WARRANTS TO THE PURCHASERS AND TO THE PLACEMENT AGENT THAT,
EXCEPT AS SET FORTH IN THE SCHEDULES DELIVERED HEREWITH:
(A)
SUBSIDIARIES.
THE COMPANY HAS NO DIRECT OR INDIRECT SUBSIDIARIES
OTHER THAN THOSE LISTED IN SCHEDULE 3.1(A) HERETO.
EXCEPT AS DISCLOSED IN
SCHEDULE 3.1(A) HERETO, THE COMPANY OWNS, DIRECTLY OR INDIRECTLY, ALL OF THE
CAPITAL STOCK OR COMPARABLE EQUITY INTERESTS OF EACH SUBSIDIARY FREE AND CLEAR
OF ANY AND ALL LIENS, AND ALL THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK
OR COMPARABLE EQUITY INTEREST OF EACH SUBSIDIARY ARE VALIDLY ISSUED AND ARE
FULLY PAID, NON-ASSESSABLE AND FREE OF PREEMPTIVE AND SIMILAR RIGHTS TO
SUBSCRIBE FOR OR PURCHASE SECURITIES.
(B)
ORGANIZATION AND QUALIFICATION.
THE COMPANY AND EACH SUBSIDIARY
IS AN ENTITY DULY INCORPORATED OR OTHERWISE ORGANIZED, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION OR
ORGANIZATION (AS APPLICABLE), WITH THE REQUISITE POWER AND AUTHORITY TO OWN OR
LEASE AND USE ITS PROPERTIES AND ASSETS AND TO CARRY ON ITS BUSINESS AS
CURRENTLY CONDUCTED.
NEITHER THE COMPANY NOR ANY SUBSIDIARY IS IN VIOLATION OF
ANY OF THE PROVISIONS OF ITS RESPECTIVE CERTIFICATE OR ARTICLES OF
INCORPORATION, BYLAWS OR OTHER ORGANIZATIONAL OR CHARTER DOCUMENTS.
EACH OF THE
COMPANY AND THE SUBSIDIARIES IS DULY QUALIFIED TO CONDUCT BUSINESS AND IS IN
GOOD STANDING AS A FOREIGN CORPORATION OR OTHER ENTITY IN EACH JURISDICTION IN
WHICH THE NATURE OF THE BUSINESS CONDUCTED OR PROPERTY OWNED BY IT MAKES SUCH
QUALIFICATION NECESSARY, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED OR IN GOOD
STANDING, AS THE CASE MAY BE, COULD NOT HAVE OR REASONABLY BE EXPECTED TO HAVE,
INDIVIDUALLY OR IN THE AGGREGATE, RESULTED IN A MATERIAL ADVERSE EFFECT AND NO
PROCEEDING HAS BEEN INSTITUTED IN ANY SUCH JURISDICTION REVOKING, LIMITING OR
CURTAILING OR SEEKING TO REVOKE, LIMIT OR CURTAIL SUCH POWER AND AUTHORITY OR
QUALIFICATION.
(C)
AUTHORIZATION; ENFORCEMENT; VALIDITY.
THE COMPANY HAS THE
REQUISITE CORPORATE POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY EACH OF THE TRANSACTION DOCUMENTS TO WHICH IT IS A
PARTY AND OTHERWISE TO CARRY OUT ITS OBLIGATIONS HEREUNDER AND THEREUNDER.
THE
EXECUTION AND DELIVERY OF EACH OF THE TRANSACTION DOCUMENTS TO WHICH IT IS A
PARTY BY THE COMPANY AND THE CONSUMMATION BY IT OF THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY (INCLUDING, BUT NOT LIMITED TO, THE SALE AND DELIVERY OF THE
SHARES) HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON THE PART
OF THE COMPANY AND NO FURTHER CORPORATE ACTION IS REQUIRED BY THE COMPANY, ITS
BOARD OF DIRECTORS OR ITS STOCKHOLDERS IN CONNECTION THEREWITH OTHER THAN IN
CONNECTION WITH THE REQUIRED APPROVALS.
EACH OF THE TRANSACTION DOCUMENTS TO
WHICH IT IS A PARTY HAS BEEN (OR UPON DELIVERY WILL HAVE BEEN) DULY
6
executed by the Company and is, or when delivered in accordance with the terms
hereof, will constitute the valid and binding obligation of the Company
enforceable against the Company in accordance