THERE ARE NO AGREEMENTS WITH ISIS OR IBIS OR ANY OTHER PERSON WITH RESPECT TO
THE VOTING OR TRANSFER OF THE REMAINING SHARES.
(III)
THE REMAINING SHARES ARE: (A) DULY AUTHORIZED, VALIDLY ISSUED,
FULLY PAID AND NONASSESSABLE; (B) ISSUED IN COMPLIANCE WITH ALL APPLICABLE STATE
AND FEDERAL LAWS CONCERNING THE ISSUANCE OF CAPITAL STOCK; AND (C) FREE AND
CLEAR OF ALL ENCUMBRANCES OTHER THAN THE CALL OPTION; PROVIDED, THAT THE
REMAINING SHARES MAY BE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER STATE AND/OR
FEDERAL SECURITIES LAWS AS SET FORTH HEREIN OR AS OTHERWISE REQUIRED BY SUCH
LAWS AT THE TIME A TRANSFER IS PROPOSED.
(IV)
THE SALE OF THE REMAINING SHARES TO AMI HEREUNDER IS NOT SUBJECT
TO ANY PREEMPTIVE RIGHTS, RIGHTS OF FIRST REFUSAL OR SIMILAR RIGHTS.
(H)
AGREEMENTS; LIABILITIES.
(I)
THERE ARE NO JUDGMENTS, ORDERS, WRITS OR DECREES TO WHICH IBIS OR
ISIS IS A PARTY CURRENTLY PENDING OR, TO ISIS' OR IBIS' KNOWLEDGE, THREATENED
WHICH WOULD PREVENT IBIS OR ISIS FROM ENTERING INTO THE TRANSACTION DOCUMENTS OR
ISSUING OR TRANSFERRING THE REMAINING SHARES PURSUANT TO THE TERMS OF THE
TRANSACTION DOCUMENTS.
(II)
IBIS HAS NOT (A) ACCRUED, DECLARED OR PAID ANY DIVIDENDS, OR
AUTHORIZED OR MADE ANY DISTRIBUTION UPON OR WITH RESPECT TO ANY CLASS OR SERIES
OF ITS CAPITAL STOCK, (B) INCURRED OR GUARANTEED ANY INDEBTEDNESS (OTHER THAN
PERMITTED INDEBTEDNESS), (C) MADE ANY LOANS OR ADVANCES TO ANY PERSON, OTHER
THAN ADVANCES FOR REASONABLE TRAVEL EXPENSES TO IBIS EMPLOYEES IN THE ORDINARY
COURSE OF BUSINESS, OR
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(D) SOLD, EXCHANGED, LICENSED OR OTHERWISE DISPOSED OF ANY OF ITS TANGIBLE
ASSETS, OTHER THAN THE SALE OF ITS INVENTORY IN THE ORDINARY COURSE OF BUSINESS.
(III)
IBIS HAS NO MATERIAL OBLIGATIONS OR LIABILITIES (WHETHER ACCRUED,
ABSOLUTE, OR TO ISIS' OR IBIS' KNOWLEDGE CONTINGENT, UNLIQUIDATED OR OTHERWISE,
WHETHER DUE OR TO BECOME DUE AND REGARDLESS OF WHEN OR BY WHOM ASSERTED),
INCLUDING, WITHOUT LIMITATION, TAXES, EXCEPT (A) OBLIGATIONS UNDER THE IBIS
CONTRACTS MADE AVAILABLE TO AMI OR UNDER CONTRACTS ENTERED INTO IN THE ORDINARY
COURSE OF BUSINESS WHICH, BECAUSE OF THE DOLLAR THRESHOLDS SET FORTH IN SECTIONS
5.1(L) AND 5.1(X), ARE NOT REQUIRED PURSUANT TO SECTIONS 5.1(L) AND 5.1(X) BELOW
TO BE DESCRIBED ON SCHEDULES 5.1(L) OR 5.1(X) (BUT NOT LIABILITIES FOR BREACHES
OF ANY SUCH CONTRACTS), (B) LIABILITIES REFLECTED ON THE MOST RECENT BALANCE
SHEET, (C) LIABILITIES AND OBLIGATIONS WHICH HAVE ARISEN AFTER THE DATE OF THE
MOST RECENT BALANCE SHEET IN THE ORDINARY COURSE OF BUSINESS (NONE OF WHICH IS
MATERIAL OR IS A LIABILITY FOR BREACH OF CONTRACT, TORT, INFRINGEMENT (DIRECTLY,
CONTRIBUTORILY, BY INDUCEMENT OR OTHERWISE), CLAIM OR WARRANTY (OTHER THAN
WARRANTY CLAIMS ARISING IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION WITH
THE SALE OF PRODUCTS OR UNDER IBIS CONTRACTS MADE AVAILABLE TO AMI, NONE OF
WHICH WARRANTY CLAIMS INDIVIDUALLY OR IN THE AGGREGATE WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT) AND (D) OTHER LIABILITIES AND
OBLIGATIONS TO THE EXTENT EXPRESSLY DISCLOSED IN SCHEDULE 5.1(H)(III).
(I)
OBLIGATIONS TO RELATED PARTIES. THERE ARE