BY THE CLOSING DATE, OR (II) CONFLICT
WITH OR RESULT IN ANY BREACH OR VIOLATION OF ANY OF THE PROVISIONS OF, OR
CONSTITUTE A DEFAULT UNDER, ANY INDENTURE, MORTGAGE, DEED OF TRUST, LEASE OR
OTHER AGREEMENT OR INSTRUMENT TO WHICH THE COMPANY IS A PARTY OR BY WHICH IT OR
ANY OF THE PROPERTIES OR ASSETS THEREOF IS BOUND, OR THE ARTICLES OR BY LAWS OF
THE COMPANY OR ANY RESOLUTION PASSED BY THE DIRECTORS (OR ANY COMMITTEE THEREOF)
OR SHAREHOLDERS OF THE
7
COMPANY, OR ANY STATUTE OR ANY
JUDGMENT, DECREE, ORDER, RULE, POLICY OR REGULATION OF ANY COURT, GOVERNMENTAL
AUTHORITY, ARBITRATOR, STOCK EXCHANGE OR SECURITIES REGULATORY AUTHORITY
APPLICABLE TO THE COMPANY OR ANY OF THE PROPERTIES OR ASSETS THEREOF WHICH COULD
HAVE A MATERIAL ADVERSE EFFECT ON THE CONDITION (FINANCIAL OR OTHERWISE),
BUSINESS, PROPERTIES OR RESULTS OF OPERATIONS OF THE COMPANY.
(F)
THE COMPANY HAS FULL CORPORATE POWER AND
AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO DO ALL ACTS AND THINGS AND EXECUTE
AND DELIVER ALL DOCUMENTS AS ARE REQUIRED HEREUNDER AND THEREUNDER TO BE DONE,
OBSERVED, PERFORMED OR EXECUTED AND DELIVERED BY IT IN ACCORDANCE WITH THE TERMS
HEREOF AND THEREOF AND THE COMPANY WILL HAVE TAKEN, BY THE RELEVANT CLOSING
DATE, ALL NECESSARY CORPORATE ACTION TO AUTHORIZE THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT AND TO OBSERVE AND PERFORM THE PROVISIONS OF THIS
AGREEMENT IN ACCORDANCE WITH THE PROVISIONS HEREOF AND THEREOF INCLUDING,
WITHOUT LIMITATION, THE ISSUE OF THE PURCHASED SECURITIES TO THE SUBSCRIBER (OR
DISCLOSED PRINCIPAL, AS APPLICABLE) FOR THE CONSIDERATION AND UPON THE TERMS AND
CONDITIONS SET FORTH HEREIN.
(G)
THIS AGREEMENT HAS BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY THE COMPANY AND, SUBJECT TO ACCEPTANCE BY THE COMPANY,
CONSTITUTES A VALID AND LEGALLY BINDING OBLIGATION OF THE COMPANY ENFORCEABLE
AGAINST THE COMPANY IN ACCORDANCE WITH ITS TERMS.
(H)
THE COMPANY HAS CONDUCTED AND IS CONDUCTING
THE BUSINESS THEREOF IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE
LAWS, RULES, REGULATIONS, TARIFFS, ORDERS AND DIRECTIVES OF EACH JURISDICTION IN
WHICH IT CARRIES ON BUSINESS AND POSSESSES ALL MATERIAL APPROVALS, CONSENTS,
CERTIFICATES, REGISTRATIONS, AUTHORIZATIONS, PERMITS AND LICENSES ISSUED BY THE
APPROPRIATE PROVINCIAL, STATE, MUNICIPAL, FEDERAL OR OTHER REGULATORY AGENCY OR
BODY NECESSARY TO CARRY ON THE BUSINESS CURRENTLY CARRIED ON BY IT, IS IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE TERMS AND CONDITIONS OF ALL SUCH
APPROVALS, CONSENTS, CERTIFICATES, AUTHORIZATIONS, PERMITS AND LICENSES AND WITH
ALL LAWS, REGULATIONS, TARIFFS, RULES, ORDERS AND DIRECTIVES MATERIAL TO THE
OPERATIONS THEREOF. THE COMPANY HAS COMPLIED, OR WILL COMPLY, WITH ALL
APPLICABLE CORPORATE AND SECURITIES LAWS AND REGULATIONS IN CONNECTION WITH THE
OFFER, SALE AND ISSUANCE OF THE UNITS.
(I)
THE COMPANY IS NOT IN VIOLATION OF ANY
TERM OF THE ARTICLES OR BY LAWS THEREOF.
THE COMPANY IS NOT IN VIOLATION OF ANY
TERM OR PROVISION OF ANY AGREEMENT, INDENTURE OR OTHER INSTRUMENT APPLICABLE TO
IT WHICH WOULD, OR COULD, RESULT IN ANY MATERIAL ADVERSE EFFECT ON THE BUSINESS,
CONDITION (FINANCIAL OR OTHERWISE), CAPITAL,