OTHER RIGHT TO
PURCHASE OR SUBSCRIBE TO CAPITAL STOCK OF COMPANY;
(C)
STOCK RESTRICTION AGREEMENT, OR CONTRACT,
COMMITMENT OR AGREEMENT OF ANY KIND RELATING TO THE ISSUANCE OR DISPOSITION OF
COMPANY CAPITAL STOCK OR THE ISSUANCE OR DISPOSITION OF ANY SECURITY CONVERTIBLE
INTO OR EXCHANGEABLE FOR COMPANY CAPITAL STOCK; OR
(D)
REGISTRATION RIGHTS AGREEMENT, VOTING TRUST,
PROXY OR OTHER AGREEMENT OR RESTRICTION ON TRANSFER WITH RESPECT TO THE SHARES.
THE SHARES ARE ALL DULY AUTHORIZED, VALIDLY ISSUED, FULLY PAID AND
NON-ASSESSABLE, AND IN CERTIFICATED FORM, AND HAVE BEEN OFFERED, SOLD AND ISSUED
BY COMPANY IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND CORPORATE LAWS,
AGREEMENTS OR CONTRACTS APPLICABLE TO COMPANY AND COMPANY'S CERTIFICATE OF
INCORPORATION AND BYLAWS, AND IN COMPLIANCE WITH ANY PREEMPTIVE RIGHTS, RIGHTS
OF FIRST REFUSAL OR OTHER RIGHTS.
THE CONSUMMATION OF THE SHARE PURCHASE WILL
16
CONVEY TO BUYER GOOD AND VALID TITLE TO THE SHARES, OF RECORD AND BENEFICIALLY,
FREE AND CLEAR OF ALL ENCUMBRANCES, EXCEPT FOR THOSE CREATED BY BUYER OR ARISING
OUT OF OWNERSHIP OF THE SHARES BY BUYER.
5.3
COMPANY SUBSIDIARIES.
ALL ENTITIES OF WHICH
COMPANY OWNS, DIRECTLY OR INDIRECTLY, ANY CAPITAL STOCK, TOGETHER WITH THE
JURISDICTION OF INCORPORATION, ARE SET FORTH AT SECTION 5.3 OF THE DISCLOSURE
SCHEDULE.
SUCH ENTITIES ARE DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THEIR RESPECTIVE JURISDICTIONS OF ORGANIZATION, HAVE
ALL REQUISITE CORPORATE POWER AND AUTHORITY TO OWN, LEASE AND OPERATE THEIR
RESPECTIVE MATERIAL PROPERTIES AND TO CARRY ON THEIR RESPECTIVE BUSINESSES AS
NOW BEING CONDUCTED, AND ARE DULY QUALIFIED AND IN GOOD STANDING TO DO BUSINESS
IN EVERY JURISDICTION IN WHICH SUCH QUALIFICATION IS NECESSARY BECAUSE OF THE
NATURE OF THE PROPERTY OWNED, LEASED OR OPERATED BY SUCH ENTITIES OR THE NATURE
OF THE BUSINESS CONDUCTED BY SUCH ENTITIES, EXCEPT WHERE THE FAILURE TO BE SO
QUALIFIED OR BE IN GOOD STANDING WOULD NOT RESULT IN A COMPANY MATERIAL ADVERSE
EFFECT.
COMPANY OWNS ALL OF THE ISSUED AND OUTSTANDING CAPITAL STOCK OF EACH
SUCH ENTITY FREE AND CLEAR OF ALL ENCUMBRANCES, OPTIONS, RESTRICTIONS ON
TRANSFER AND RIGHTS OF REFUSAL OTHER THAN PERMITTED ENCUMBRANCES.
5.4
NONCONTRAVENTION.
NEITHER THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY SELLER, NOR THE CONSUMMATION BY
SELLER OF THE TRANSACTIONS CONTEMPLATED HEREBY NOR COMPLIANCE BY SELLER OR
COMPANY WITH ANY OF THE PROVISIONS HEREOF WILL:
(A)
CONFLICT WITH OR RESULT IN A BREACH OF ANY
PROVISION OF THE CERTIFICATE OF INCORPORATION OR BYLAWS OF COMPANY OR ANY
COMPANY SUBSIDIARY;
(B)
EXCEPT AS WOULD NOT REASONABLY BE EXPECTED
TO RESULT IN A COMPANY MATERIAL ADVERSE EFFECT, CAUSE A DEFAULT, OR RESULT IN A
BREACH OR GIVE RISE TO ANY RIGHT OF TERMINATION, CANCELLATION, OR ACCELERATION
UNDER ANY COMPANY CONTRACT OR OTHER MATERIAL OBLIGATION TO WHICH COMPANY OR ANY
COMPANY SUBSIDIARY IS A PARTY, OR BY WHICH COMPANY OR ANY COMPANY SUBSIDIARY OR
ANY OF THEIR RESPECTIVE MATERIAL PROPERTIES OR ASSETS IS OR MAY BE BOUND OR
BENEFITED; OR
(C)
EXCEPT AS WOULD NOT REASONABLY BE EXPECTED
TO RESULT IN