VOTING SECURITIES ISSUED OR OUTSTANDING OTHER THAN SHARES OF COMPANY COMMON
STOCK THAT HAVE BECOME OUTSTANDING AFTER MARCH 14, 2007, WHICH WERE RESERVED FOR
ISSUANCE AS OF MARCH 14, 2007 AS SET FORTH IN SUBSECTION (A) ABOVE WITH RESPECT
TO AWARDS OUTSTANDING AS OF SUCH DATE UNDER COMPANY STOCK PLANS, AND (II) THERE
ARE NO OUTSTANDING SUBSCRIPTIONS, OPTIONS, WARRANTS, CALLS, CONVERTIBLE OR
EXCHANGEABLE SECURITIES, OR OTHER SIMILAR RIGHTS, UNDERTAKINGS, AGREEMENTS OR
COMMITMENTS OF ANY KIND TO WHICH THE COMPANY OR ANY OF THE COMPANY'S
SUBSIDIARIES IS A PARTY OBLIGATING THE COMPANY OR ANY OF THE COMPANY'S
SUBSIDIARIES TO (A) ISSUE, TRANSFER OR SELL, OR CAUSE TO BE ISSUED, TRANSFERRED
OR SOLD, ANY SHARES OF CAPITAL STOCK OR OTHER EQUITY INTERESTS OF THE COMPANY OR
ANY SUBSIDIARY OF THE COMPANY OR SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR
SUCH SHARES OR EQUITY INTERESTS, (B) ISSUE, GRANT, EXTEND OR ENTER INTO ANY SUCH
SUBSCRIPTION, OPTION, WARRANT, CALL, CONVERTIBLE SECURITIES OR OTHER SIMILAR
RIGHT, UNDERTAKING, AGREEMENT OR ARRANGEMENT, (C) REPURCHASE, REDEEM OR
OTHERWISE ACQUIRE ANY SUCH SHARES OF CAPITAL STOCK OR OTHER EQUITY INTERESTS,
(D) PROVIDE A MATERIAL AMOUNT OF FUNDS TO, OR MAKE ANY MATERIAL INVESTMENT (IN
THE FORM OF A LOAN, CAPITAL CONTRIBUTION OR OTHERWISE) IN, ANY SUBSIDIARY OR
COMPANY JOINT VENTURE OR (E) GIVE ANY PERSON THE RIGHT TO RECEIVE ANY ECONOMIC
BENEFIT OR RIGHT SIMILAR TO OR DERIVED FROM THE ECONOMIC BENEFITS AND RIGHTS
OCCURRING TO HOLDERS OF COMPANY COMMON STOCK.
EXCEPT FOR THE ISSUANCE OF SHARES
OF COMPANY COMMON STOCK THAT WERE RESERVED FOR ISSUANCE AS SET FORTH IN
SUBSECTION (A) ABOVE, AND EXCEPT FOR REGULAR QUARTERLY CASH DIVIDENDS, FROM
MARCH 9, 2007 TO THE DATE HEREOF, THE COMPANY HAS NOT DECLARED OR PAID ANY
DIVIDEND OR DISTRIBUTION IN RESPECT OF THE COMPANY COMMON STOCK, AND HAS NOT
ISSUED, SOLD, REPURCHASED, REDEEMED OR OTHERWISE ACQUIRED ANY COMPANY COMMON
STOCK, AND ITS BOARD OF DIRECTORS HAS NOT AUTHORIZED ANY OF THE FOREGOING.
(E)
EXCEPT FOR AWARDS TO ACQUIRE OR RECEIVE SHARES OF COMPANY COMMON
STOCK UNDER A COMPANY STOCK PLAN, NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES HAS OUTSTANDING BONDS, DEBENTURES, NOTES OR OTHER OBLIGATIONS, THE
HOLDERS OF WHICH HAVE THE RIGHT TO VOTE (OR WHICH ARE CONVERTIBLE INTO OR
EXERCISABLE FOR SECURITIES HAVING THE RIGHT TO VOTE) WITH THE SHAREHOLDERS OF
THE COMPANY ON ANY MATTER.
10
(F)
THERE ARE NO VOTING TRUSTS OR OTHER AGREEMENTS OR UNDERSTANDINGS
TO WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES IS A PARTY WITH RESPECT TO THE
VOTING OF THE CAPITAL STOCK OR OTHER EQUITY INTEREST OF THE COMPANY OR ANY OF
ITS SUBSIDIARIES.
SECTION 3.3
CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT; NO
VIOLATION.
(A)
THE COMPANY HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO
ENTER INTO THIS AGREEMENT AND, SUBJECT TO RECEIPT OF THE COMPANY SHAREHOLDER
APPROVAL (AS HEREINAFTER DEFINED) IN THE CASE OF THE MERGER, TO CONSUMMATE THE
MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY.
THE BOARD OF DIRECTORS
OF THE COMPANY, ACTING UPON THE RECOMMENDATION OF THE