RESTRICTIONS ON TRANSFER UNDER APPLICABLE SECURITIES LAWS, AND ALL THE ISSUED
AND OUTSTANDING SHARES OF CAPITAL STOCK OF EACH SUBSIDIARY ARE VALIDLY ISSUED
AND ARE FULLY PAID, NON-ASSESSABLE AND FREE OF PREEMPTIVE AND SIMILAR RIGHTS.
3.2
ORGANIZATION AND QUALIFICATION.
EACH OF 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, 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 EACH SUBSIDIARY IS DULY QUALIFIED TO
CONDUCT BUSINESS AND IS IN
4
GOOD STANDING AS A FOREIGN CORPORATION OR OTHER ENTITY IN EACH JURISDICTION IN
WHICH THE NATURE OF THE BUSINESS CONDUCTED OR PROPERTY OWNED OR LEASED BY IT
MAKES SUCH QUALIFICATION NECESSARY, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED
OR IN GOOD STANDING, AS THE CASE MAY BE, WOULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, HAVE (I) A MATERIAL AND ADVERSE EFFECT ON THE LEGALITY, VALIDITY OR
ENFORCEABILITY OF ANY TRANSACTION DOCUMENT, (II) A MATERIAL AND ADVERSE EFFECT
ON THE RESULTS OF OPERATIONS, ASSETS, CAPITALIZATION, BUSINESS OR CONDITION
(FINANCIAL OR OTHERWISE) OF THE COMPANY AND THE SUBSIDIARIES, TAKEN AS A WHOLE,
OR (III) A MATERIAL ADVERSE IMPAIRMENT TO THE COMPANY'S ABILITY TO PERFORM ON A
TIMELY BASIS ITS OBLIGATIONS UNDER ANY TRANSACTION DOCUMENT (AS USED IN THIS
AGREEMENT, ANY OF (I), (II) OR (III), SHALL BE REFERRED TO AS A "MATERIAL
ADVERSE EFFECT").
3.3
AUTHORIZATION; ENFORCEMENT.
THE COMPANY HAS
THE REQUISITE CORPORATE POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY EACH OF THE TRANSACTION DOCUMENTS AND OTHERWISE TO
CARRY OUT ITS OBLIGATIONS THEREUNDER.
THE EXECUTION AND DELIVERY OF EACH OF THE
TRANSACTION DOCUMENTS BY THE COMPANY AND THE CONSUMMATION BY IT OF THE
TRANSACTIONS CONTEMPLATED THEREBY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
ACTION ON THE PART OF THE COMPANY, ITS OFFICERS, DIRECTORS AND STOCKHOLDERS AND
NO FURTHER ACTION IS REQUIRED BY SUCH PARTIES IN CONNECTION THEREWITH OTHER THAN
THE FILINGS REFERRED TO IN SECTION 3.5 HEREOF AND REQUIRED PURSUANT TO SECTION
6.4 HEREOF.
EACH TRANSACTION DOCUMENT HAS BEEN (OR UPON DELIVERY WILL HAVE
BEEN) DULY EXECUTED BY THE COMPANY AND, WHEN DELIVERED IN ACCORDANCE WITH THE
TERMS HEREOF, WILL CONSTITUTE THE VALID AND BINDING OBLIGATION OF THE COMPANY
ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH ITS TERMS, EXCEPT (I) AS SUCH
ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM, LIQUIDATION OR SIMILAR LAWS RELATING TO, OR
AFFECTING GENERALLY THE ENFORCEMENT OF, CREDITORS' RIGHTS AND REMEDIES OR BY
OTHER EQUITABLE PRINCIPLES OF GENERAL APPLICATION AFFECTING ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY, (II) AS LIMITED BY LAWS RELATING TO THE
AVAILABILITY OF SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER EQUITABLE
REMEDIES AND