and is authorized to do business and is in good
standing as a foreign corporation, partnership or limited liability company, as
the case may be, in all jurisdictions in which the nature or location of its
activities and of its properties (both owned and leased) makes such
qualification necessary, except for those jurisdictions in which failure to do
so has not, or could not reasonably be expected to have, individually or in the
aggregate, a material adverse effect on the business, assets, liabilities,
condition (financial or otherwise), properties, operations or prospects of the
Company and its Subsidiaries, taken individually and as a whole (a "Material
Adverse Effect").
4.2
SUBSIDIARIES.
EACH DIRECT AND INDIRECT SUBSIDIARY OF THE COMPANY,
THE DIRECT OWNER OF SUCH SUBSIDIARY AND ITS PERCENTAGE OWNERSHIP THEREOF, IS SET
FORTH ON SCHEDULE 4.2, DUBLA, INC., A DELAWARE CORPORATION AND A SUBSIDIARY OF
THE COMPANY, DOES NOT OWN ANY ASSETS (OTHER THAN IMMATERIAL ASSETS) OR HAVE ANY
SIGNIFICANT OPERATIONS. FOR THE PURPOSE OF THIS AGREEMENT, A "SUBSIDIARY" OF ANY
PERSON OR ENTITY MEANS (I) A CORPORATION OR OTHER ENTITY WHOSE SHARES OF STOCK
OR OTHER OWNERSHIP INTERESTS HAVING ORDINARY VOTING POWER (OTHER THAN STOCK OR
OTHER OWNERSHIP INTERESTS HAVING SUCH POWER ONLY BY REASON OF THE HAPPENING OF A
CONTINGENCY) TO ELECT A MAJORITY OF THE DIRECTORS OF SUCH CORPORATION, OR OTHER
PERSONS OR ENTITIES PERFORMING SIMILAR FUNCTIONS FOR SUCH PERSON OR ENTITY, ARE
OWNED, DIRECTLY OR INDIRECTLY, BY SUCH PERSON OR ENTITY OR (II) A CORPORATION OR
OTHER ENTITY IN WHICH SUCH PERSON OR ENTITY OWNS, DIRECTLY OR INDIRECTLY, MORE
THAN 50% OF THE EQUITY INTERESTS AT SUCH TIME.
4.3
CAPITALIZATION; VOTING RIGHTS.
(A)
THE AUTHORIZED CAPITAL STOCK OF THE COMPANY, AS OF THE DATE HEREOF
CONSISTS OF 20,010,000 SHARES, OF WHICH 20,000,000 ARE SHARES OF COMMON STOCK,
PAR VALUE $0.01 PER SHARE, AS OF APRIL 15, 2005, THE COMPANY HAD 11,838,332
SHARES OF COMMON STOCK OUTSTANDING, AND 10,000 ARE SHARES OF PREFERRED STOCK,
PAR VALUE $100.00 PER SHARE OF WHICH NO SHARES OF PREFERRED STOCK ARE ISSUED AND
OUTSTANDING.
THE AUTHORIZED, ISSUED AND OUTSTANDING CAPITAL STOCK OF EACH
SUBSIDIARY OF THE COMPANY IS SET FORTH ON SCHEDULE 4.3.
3
(B)
EXCEPT AS DISCLOSED ON SCHEDULE 4.3, OR IN THE SEC REPORTS (AS
DEFINED BELOW), OTHER THAN:
(I) THE SHARES RESERVED FOR ISSUANCE UNDER THE
COMPANY'S STOCK OPTION PLANS; AND (II) SHARES WHICH MAY BE GRANTED PURSUANT TO
THIS AGREEMENT AND THE RELATED AGREEMENTS, THERE ARE NO OUTSTANDING OPTIONS,
WARRANTS, RIGHTS (INCLUDING CONVERSION OR PREEMPTIVE RIGHTS AND RIGHTS OF FIRST
REFUSAL), PROXY OR STOCKHOLDER AGREEMENTS, OR ARRANGEMENTS OR AGREEMENTS OF ANY
KIND FOR THE PURCHASE OR ACQUISITION FROM THE COMPANY OF ANY OF ITS SECURITIES.
EXCEPT AS DISCLOSED ON SCHEDULE 4.3, OR IN THE SEC REPORTS, NEITHER THE OFFER,
ISSUANCE OR SALE OF ANY OF THE NOTE OR THE WARRANT, OR THE ISSUANCE OF ANY OF
THE NOTE SHARES OR WARRANT SHARES, NOR THE CONSUMMATION OF ANY TRANSACTION
CONTEMPLATED HEREBY WILL RESULT IN A CHANGE IN THE PRICE