THIS AGREEMENT HAS BEEN DULY AND VALIDLY EXECUTED AND
DELIVERED BY PARENT AND MERGER SUB AND, ASSUMING THE DUE AUTHORIZATION,
EXECUTION AND DELIVERY THEREOF BY THE OTHER PARTIES HERETO, CONSTITUTES THE
LEGAL AND BINDING OBLIGATION OF PARENT AND MERGER SUB, ENFORCEABLE AGAINST
PARENT AND MERGER SUB IN ACCORDANCE WITH ITS TERMS, EXCEPT AS MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY, REORGANIZATION OR OTHER SIMILAR LAWS AFFECTING THE
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND BY GENERAL PRINCIPLES OF EQUITY.
3.3
NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
(A)
THE EXECUTION
AND DELIVERY OF THIS AGREEMENT BY PARENT AND MERGER SUB DO NOT, AND THE
PERFORMANCE OF THIS AGREEMENT BY
29
PARENT AND MERGER SUB SHALL NOT:
(I) CONFLICT WITH OR VIOLATE PARENT'S OR
MERGER SUB'S CHARTER DOCUMENTS, (II) CONFLICT WITH OR VIOLATE ANY LEGAL
REQUIREMENTS, OR (III) RESULT IN ANY BREACH OF OR CONSTITUTE A DEFAULT (OR AN
EVENT THAT WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD BECOME A DEFAULT) UNDER,
OR MATERIALLY IMPAIR PARENT'S RIGHTS OR ALTER THE RIGHTS OR OBLIGATIONS OF ANY
THIRD PARTY UNDER, OR GIVE TO OTHERS ANY RIGHTS OF TERMINATION, AMENDMENT,
ACCELERATION OR CANCELLATION OF, OR RESULT IN THE CREATION OF A LIEN OR
ENCUMBRANCE ON ANY OF THE PROPERTIES OR ASSETS OF PARENT PURSUANT TO, ANY PARENT
CONTRACTS, EXCEPT, WITH RESPECT TO CLAUSES (II) OR (III), FOR ANY SUCH
CONFLICTS, VIOLATIONS, BREACHES, DEFAULTS OR OTHER OCCURRENCES THAT WOULD NOT,
INDIVIDUALLY AND IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT ON PARENT.
(B)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY PARENT AND MERGER
SUB DO NOT, AND THE PERFORMANCE OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER WILL
NOT, REQUIRE ANY CONSENT, APPROVAL, AUTHORIZATION OR PERMIT OF, OR FILING WITH
OR NOTIFICATION TO, ANY GOVERNMENTAL ENTITY, EXCEPT (I) FOR THE FILING OF ANY
NOTIFICATIONS REQUIRED UNDER THE HSR ACT AND THE EXPIRATION OF THE REQUIRED
WAITING PERIOD THEREUNDER, (II) THE QUALIFICATION OF PARENT AS A FOREIGN
CORPORATION IN THOSE JURISDICTIONS IN WHICH THE BUSINESS OF THE COMPANY MAKES
SUCH QUALIFICATION NECESSARY, AND (III) WHERE THE FAILURE TO OBTAIN SUCH
CONSENTS, APPROVALS, AUTHORIZATIONS OR PERMITS, OR TO MAKE SUCH FILINGS OR
NOTIFICATIONS, WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON PARENT, OR PREVENT CONSUMMATION OF
THE MERGER OR OTHERWISE PREVENT THE PARTIES HERETO FROM PERFORMING THEIR
OBLIGATIONS UNDER THIS AGREEMENT.
3.4
COMPLIANCE.
PARENT HAS COMPLIED WITH, IS NOT IN VIOLATION OF, ANY
LEGAL REQUIREMENTS WITH RESPECT TO THE CONDUCT OF ITS BUSINESS, OR THE OWNERSHIP
OR OPERATION OF ITS BUSINESS, EXCEPT FOR FAILURES TO COMPLY OR VIOLATIONS WHICH,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE NOT HAD AND ARE NOT REASONABLY LIKELY TO
HAVE A MATERIAL ADVERSE EFFECT ON PARENT.
THE BUSINESS AND ACTIVITIES OF PARENT
HAVE NOT BEEN AND ARE NOT BEING CONDUCTED IN VIOLATION OF ANY LEGAL
REQUIREMENTS.
PARENT IS NOT IN DEFAULT OR VIOLATION OF ANY TERM, CONDITION OR
PROVISION OF ITS CHARTER DOCUMENTS.
NO WRITTEN NOTICE OF NON-COMPLIANCE WITH
ANY LEGAL REQUIREMENTS HAS BEEN RECEIVED BY