Company or
other securities of the Company or any interest therein or any voting rights
with respect to any securities of the Company. Such Shareholder has good and
valid title to the Subject Shares denoted as being owned by such Shareholder on
Schedule A, free and clear of any and all pledges, mortgages, liens, charges,
proxies, voting agreements, encumbrances, adverse claims, options, security
interests and demands of any nature or kind whatsoever, other than those created
by this Agreement, as disclosed on Schedule A, or as would not prevent such
Shareholder from performing its obligations under this Agreement.
(D)
RELIANCE BY PARENT. SUCH SHAREHOLDER UNDERSTANDS AND ACKNOWLEDGES THAT
PARENT IS ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON SUCH SHAREHOLDER'S
EXECUTION AND DELIVERY OF THIS AGREEMENT.
(E)
LITIGATION. AS OF THE DATE HEREOF, THERE IS NO ACTION, PROCEEDING OR
INVESTIGATION PENDING OR THREATENED AGAINST SUCH SHAREHOLDER THAT QUESTIONS THE
VALIDITY OF THIS AGREEMENT OR ANY ACTION TAKEN OR TO BE TAKEN BY SUCH
SHAREHOLDER IN CONNECTION WITH THIS AGREEMENT.
2.
Representations and Warranties of Parent and Merger Sub.
Parent and Merger Sub hereby represent and warrant to the Shareholders as
follows:
(A)
DUE ORGANIZATION, ETC. PARENT AND MERGER SUB ARE EACH DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THEIR RESPECTIVE
JURISDICTIONS OF INCORPORATION. PARENT AND MERGER SUB HAVE ALL REQUISITE
CORPORATE POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY. THIS AGREEMENT HAS BEEN DULY
AUTHORIZED, EXECUTED AND DELIVERED BY PARENT AND MERGER SUB AND CONSTITUTES A
VALID AND BINDING OBLIGATION OF PARENT AND MERGER SUB ENFORCEABLE IN ACCORDANCE
WITH ITS TERMS SUBJECT TO (I) BANKRUPTCY, INSOLVENCY, MORATORIUM AND OTHER
SIMILAR LAWS NOW OR HEREAFTER IN EFFECT RELATING TO OR AFFECTING CREDITORS'
RIGHTS GENERALLY, AND (II) GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER
CONSIDERED IN A PROCEEDING AT LAW OR IN EQUITY).
(B)
CONFLICTS. (I) NO FILING BY PARENT OR MERGER SUB WITH ANY GOVERNMENTAL
ENTITY, AND NO AUTHORIZATION, CONSENT OR APPROVAL OF ANY OTHER PERSON IS
NECESSARY FOR THE EXECUTION OF THIS AGREEMENT BY PARENT OR MERGER SUB OR THE
CONSUMMATION BY PARENT OR MERGER SUB OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
(II) NONE OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY PARENT OR MERGER
SUB, THE CONSUMMATION BY PARENT OR MERGER SUB OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR COMPLIANCE BY PARENT OR MERGER SUB WITH ANY OF THE PROVISIONS HEREOF
SHALL (A) CONFLICT WITH OR RESULT IN ANY BREACH OF THE ARTICLES OF INCORPORATION
OR BY-LAWS OF PARENT OR THE COMPARABLE ORGANIZATIONAL DOCUMENTS OF MERGER SUB,
(B) RESULT IN, OR GIVE RISE TO, A VIOLATION OR BREACH OF OR A DEFAULT UNDER
(WITH OR WITHOUT NOTICE OR LAPSE OF TIME, OR BOTH) ANY OF THE TERMS OF ANY
CONTRACT, LOAN OR CREDIT AGREEMENT, NOTE, BOND, MORTGAGE, INDENTURE, LEASE,
PERMIT, UNDERSTANDING, AGREEMENT OR OTHER INSTRUMENT OR
3
obligation to which Parent or Merger Sub is a party or by which Parent or Merger
Sub or