REQUISITE POWER AND AUTHORITY TO OWN
AND USE ITS PROPERTIES AND ASSETS AND TO CARRY ON ITS BUSINESS AS CURRENTLY
CONDUCTED.
THE COMPANY IS NOT IN VIOLATION OF ANY OF THE PROVISIONS OF ITS
RESPECTIVE CERTIFICATE OR ARTICLES OF INCORPORATION, BYLAWS OR OTHER
ORGANIZATIONAL OR CHARTER DOCUMENTS.
THE COMPANY IS DULY QUALIFIED TO CONDUCT
BUSINESS AND IS IN GOOD STANDING AS A FOREIGN CORPORATION OR OTHER ENTITY IN
EACH JURISDICTION IN WHICH THE NATURE OF THE BUSINESS CONDUCTED OR PROPERTY
OWNED 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, (I) ADVERSELY AFFECT THE LEGALITY, VALIDITY OR ENFORCEABILITY
OF ANY TRANSACTION DOCUMENT, (II) HAVE OR
5
RESULT IN OR BE REASONABLY LIKELY TO HAVE OR RESULT IN A MATERIAL ADVERSE EFFECT
ON THE RESULTS OF OPERATIONS, ASSETS, BUSINESS OR CONDITION (FINANCIAL OR
OTHERWISE) OF THE COMPANY AND THE SUBSIDIARIES, TAKEN AS A WHOLE, OR (III)
ADVERSELY IMPAIR THE COMPANY'S ABILITY TO PERFORM IN ANY MATERIAL RESPECT ON A
TIMELY BASIS ITS OBLIGATIONS UNDER ANY TRANSACTION DOCUMENT (ANY OF (I), (II) OR
(III), A "MATERIAL ADVERSE EFFECT").
(C)
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 HEREUNDER OR THEREUNDER.
THE EXECUTION AND DELIVERY OF EACH OF THE
TRANSACTION DOCUMENTS BY THE COMPANY AND THE CONSUMMATION BY IT OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY ACTION ON THE PART OF THE COMPANY AND NO FURTHER CONSENT OR ACTION IS
REQUIRED BY THE COMPANY, ITS BOARD OF DIRECTORS OR STOCKHOLDERS IN CONNECTION
THEREWITH.
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, SUBJECT TO LAWS OF
GENERAL APPLICATION RELATING TO BANKRUPTCY, INSOLVENCY AND THE RELIEF OF DEBTORS
AND RULES OF LAW GOVERNING SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER
EQUITABLE REMEDIES, EXCEPT THAT THE INDEMNIFICATION PROVISIONS OF THE
REGISTRATION RIGHTS AGREEMENT MAY FURTHER BE LIMITED BY PRINCIPLES OF PUBLIC
POLICY.
(D)
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THE
TRANSACTION DOCUMENTS BY THE COMPANY AND THE CONSUMMATION BY THE COMPANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY DO NOT AND WILL NOT (I) CONFLICT
WITH OR VIOLATE ANY PROVISION OF THE COMPANY'S OR ANY SUBSIDIARY'S CERTIFICATE
OR ARTICLES OF INCORPORATION, BYLAWS OR OTHER ORGANIZATIONAL OR CHARTER
DOCUMENTS, OR (II) CONFLICT WITH, OR CONSTITUTE A DEFAULT (OR AN EVENT THAT WITH
NOTICE OR LAPSE OF TIME OR BOTH WOULD BECOME A DEFAULT) UNDER, OR GIVE TO OTHERS
ANY RIGHTS OF TERMINATION, AMENDMENT, ACCELERATION OR CANCELLATION (WITH OR
WITHOUT NOTICE, LAPSE OF TIME OR BOTH) OF, ANY AGREEMENT, CREDIT FACILITY, DEBT
OR OTHER INSTRUMENT (EVIDENCING A