APPLICABLE SECURITIES LAWS AND OTHER APPLICABLE
LEGAL REQUIREMENTS OR TRANSFER RESTRICTIONS UNDER APPLICABLE SECURITIES LAWS.
(B)
THE AUTHORIZED COMMON STOCK AND OTHER OWNERSHIP INTERESTS OF
MERGER SUB CONSIST OF 100 SHARES OF COMMON STOCK, OF WHICH 100 SHARES OF COMMON
STOCK ARE ISSUED
19
AND OUTSTANDING AS OF THE DATE HEREOF.
ALL OF THE ISSUED AND OUTSTANDING SHARES
OF COMMON STOCK OF MERGER SUB HAVE BEEN DULY AUTHORIZED AND ARE VALIDLY ISSUED
AND OUTSTANDING, FULLY PAID AND NONASSESSABLE AND HAVE BEEN ISSUED IN COMPLIANCE
WITH APPLICABLE SECURITIES LAWS AND OTHER APPLICABLE LEGAL REQUIREMENTS OR
TRANSFER RESTRICTIONS UNDER APPLICABLE SECURITIES LAWS.
(C)
SCHEDULE 4.3(C) HERETO LISTS ALL EQUITY EQUIVALENTS OF PARENT.
EXCEPT AS DISCLOSED IN SCHEDULE 4.3(C) HERETO, THERE ARE NO OTHER EQUITY
EQUIVALENTS, COMMITMENTS OR AGREEMENTS OF ANY CHARACTER (WHETHER CREATED BY
STATUTE, THE ARTICLES OF INCORPORATION OR BYLAWS OF PARENT, OR ANY AGREEMENT OR
OTHERWISE) TO WHICH PARENT IS A PARTY OR BY WHICH IT IS BOUND, OBLIGATING PARENT
TO ISSUE, DELIVER, SELL, REPURCHASE OR REDEEM, OR CAUSE TO BE ISSUED, DELIVERED,
SOLD, REPURCHASED OR REDEEMED, ANY SHARES OF COMMON STOCK OF PARENT OR
OBLIGATING PARENT TO GRANT, EXTEND, ACCELERATE THE VESTING OF, CHANGE THE PRICE
OR OTHERWISE AMEND OR ENTER INTO ANY SUCH OPTION, WARRANT, CALL, RIGHT,
COMMITMENT OR AGREEMENT.
4.4
NO CONFLICTS.
EXCEPT AS SET FORTH ON SCHEDULE 4.4 HERETO, THE
EXECUTION, DELIVERY AND PERFORMANCE BY THE PARENT AND MERGER SUB OF THIS
AGREEMENT AND THE COLLATERAL DOCUMENTS TO WHICH EACH IS A PARTY AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN ACCORDANCE
WITH THE TERMS AND CONDITIONS HEREOF AND THEREOF, DO NOT AND WILL NOT CONFLICT
WITH, CONSTITUTE A VIOLATION OR BREACH OF, CONSTITUTE A DEFAULT OR GIVE RISE TO
ANY RIGHT OF TERMINATION OR ACCELERATION OF ANY RIGHT OR OBLIGATION OF EITHER
PARENT OR MERGER SUB UNDER, OR RESULT IN THE CREATION OR IMPOSITION OF ANY
ENCUMBRANCE UPON THE PROPERTY OF EITHER PARENT OR MERGER SUB BY REASON OF THE
TERMS OF (I) THE ARTICLES OF INCORPORATION, BY LAWS OR OTHER CHARTER OR
ORGANIZATIONAL DOCUMENT OF EITHER PARENT OR MERGER SUB, (II) ANY CONTRACT,
AGREEMENT, LEASE, INDENTURE OR OTHER INSTRUMENT TO WHICH EITHER PARENT OR MERGER
SUB IS A PARTY OR BY OR TO WHICH EITHER PARENT OR MERGER SUB OR ITS PROPERTY MAY
BE BOUND OR SUBJECT AND A VIOLATION OF WHICH WOULD RESULT IN A MATERIAL ADVERSE
EFFECT ON PARENT TAKEN AS A WHOLE, (III) ANY ORDER, JUDGMENT, INJUNCTION, AWARD
OR DECREE OF ANY ARBITRATOR OR REGULATORY AUTHORITY OR ANY STATUTE, LAW, RULE OR
REGULATION APPLICABLE TO EITHER PARENT OR MERGER SUB OR (IV) ANY PERMIT OF
PARENT OR MERGER SUB, WHICH IN THE CASE OF (II), (III) OR (IV) ABOVE WOULD HAVE
A MATERIAL ADVERSE EFFECT ON PARENT OR A MATERIAL ADVERSE EFFECT ON THE
VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF THIS AGREEMENT OR THE COLLATERAL
DOCUMENTS OR THE ABILITY OF EITHER PARENT OR MERGER SUB TO PERFORM ITS
OBLIGATIONS HEREUNDER OR THEREUNDER.
4.5
CONSENTS AND APPROVALS.
EXCEPT