PARTY, TO PERFORM ITS OBLIGATIONS
HEREUNDER AND THEREUNDER AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY. THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
ANCILLARY AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON THE PART
OF PARENT AND MERGER SUB, SUBJECT ONLY TO THE APPROVAL OF THIS AGREEMENT BY THE
STOCKHOLDERS OF PARENT AND MERGER SUB. THE BOARD OF DIRECTORS OF PARENT AND
MERGER SUB HAVE UNANIMOUSLY APPROVED THIS AGREEMENT AND AUTHORIZED THE MERGER.
THIS AGREEMENT HAS BEEN (AND THE ANCILLARY AGREEMENTS WILL BE AT THE CLOSING)
DULY EXECUTED AND DELIVERED BY PARENT AND MERGER SUB, AND THIS AGREEMENT
CONSTITUTES (AND THE ANCILLARY AGREEMENTS WILL CONSTITUTE AT THE CLOSING) THE
VALID AND BINDING OBLIGATIONS OF PARENT AND MERGER SUB ENFORCEABLE AGAINST EACH
OF PARENT AND MERGER SUB IN ACCORDANCE WITH THEIR TERMS, EXCEPT AS MAY BE
LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR
LAWS AFFECTING OR RELATING TO CREDITORS' RIGHTS GENERALLY, AND SUBJECT TO
GENERAL PRINCIPLES OF EQUITY. MERGER SUB HAS BEEN FORMED SOLELY FOR THE PURPOSE
OF EXECUTING AND DELIVERING A MERGER AGREEMENT AND CONSUMMATING A MERGER
TRANSACTION. SINCE THE DATE OF ITS INCORPORATION, MERGER SUB HAS NEITHER ENGAGED
IN NOR TRANSACTED ANY BUSINESS OR ACTIVITY OF ANY NATURE WHATSOEVER OTHER THAN
ACTIVITIES RELATED TO ITS CORPORATE ORGANIZATION AND THE EXECUTION AND DELIVERY
OF A MERGER AGREEMENT AND THE RELATED DOCUMENTS AND INSTRUMENTS. MERGER SUB HAS
NO ASSETS OR PROPERTIES OR DEBTS, LIABILITIES OR OBLIGATIONS OF ANY KIND
WHATSOEVER, AND WITH THE EXCEPTION OF THIS AGREEMENT AND THE RELATED DOCUMENTS
AND INSTRUMENTS, IS NOT A PARTY TO ANY CONTRACT, AGREEMENT OR UNDERTAKING OF ANY
NATURE.
3.4
NO CONFLICT.
THE EXECUTION AND DELIVERY BY PARENT OF
THIS AGREEMENT AND THE ANCILLARY AGREEMENTS TO WHICH PARENT IS A PARTY, DOES
NOT, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY
WILL NOT (A) CONFLICT WITH, OR RESULT IN ANY VIOLATION OF, ANY PROVISION OF THE
PARENT ARTICLES OF INCORPORATION OR PARENT BYLAWS, (B) CONFLICT WITH, OR RESULT
IN ANY VIOLATION OF OR DEFAULT UNDER (WITH OR WITHOUT NOTICE OR LAPSE OF TIME,
OR BOTH), OR GIVE RISE TO A RIGHT OF TERMINATION, CANCELLATION OR ACCELERATION
OF ANY OBLIGATION OR LOSS OF ANY BENEFIT UNDER ANY MORTGAGE, INDENTURE, LEASE,
CONTRACT OR OTHER AGREEMENT OR INSTRUMENT, PERMIT, CONCESSION, FRANCHISE OR
LICENSE OF PARENT, (C) CONFLICT WITH, OR RESULT IN ANY VIOLATION OF ANY
JUDGMENT, ORDER, DECREE, STATUTE, LAW, ORDINANCE, RULE OR REGULATION APPLICABLE
TO PARENT OR ANY OF ITS PROPERTIES OR ASSETS, OR (D) CONFLICT WITH, OR RESULT IN
A VIOLATION OF ANY RESOLUTION ADOPTED BY PARENT'S STOCKHOLDERS, PARENT'S BOARD
OF DIRECTORS OR ANY COMMITTEE OF PARENT'S BOARD OF DIRECTORS.
3.5
CONSENTS.
NO CONSENT, APPROVAL, ORDER OR
AUTHORIZATION OF OR REGISTRATION, DECLARATION OR FILING WITH, ANY GOVERNMENTAL
ENTITY OR ANY PARTY TO ANY MATERIAL CONTRACT IS REQUIRED BY OR WITH RESPECT TO
PARENT OR ANY OF ITS SUBSIDIARIES IN CONNECTION WITH THE EXECUTION AND DELIVERY
OF