OF CAPITAL STOCK OF THE COMPANY, OR ANY RIGHTS,
OPTIONS, OR WARRANTS WITH RESPECT THERETO.
THE COMPANY SHARES TO BE DELIVERED
BY THE COMPANY SHAREHOLDERS TO THE PARENT HEREUNDER WILL BE, WHEN DELIVERED
PURSUANT TO THE TERMS OF THIS AGREEMENT AND UPON PAYMENT THEREFOR, DULY
AUTHORIZED, VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE, FREE AND CLEAR OF ALL
ENCUMBRANCES.
EXCEPT AS SET FORTH IN SCHEDULE 2.2(B), THE COMPANY IS SUBJECT TO
NO LIABILITY ON ACCOUNT OF THE ISSUANCE OR SALE OF ANY SECURITIES INCLUDING,
WITHOUT LIMITATION, ALL OUTSTANDING COMPANY SHARES.
SCHEDULE 2.2(B) SETS FORTH
ALL OUTSTANDING SECURITIES OF THE COMPANY, INCLUDING BUT NOT LIMITED TO
SECURITIES RESERVED FOR ANY PURPOSE, ALL DEBT AND EQUITY SECURITIES AND COMPANY
SHARES. EXCEPT AS SET FORTH ON SCHEDULE 2.2(A) THERE ARE NO (I) OUTSTANDING OR
AUTHORIZED SUBSCRIPTIONS, WARRANTS, OPTIONS OR OTHER RIGHTS GRANTED BY THE
COMPANY OR BINDING UPON THE COMPANY TO PURCHASE OR ACQUIRE, OR PREEMPTIVE RIGHTS
WITH RESPECT TO THE ISSUANCE OR SALE OF, THE CAPITAL STOCK OF THE COMPANY OR
WHICH OBLIGATE OR MAY OBLIGATE THE COMPANY TO ISSUE ANY ADDITIONAL SHARES OF ITS
CAPITAL STOCK OR ANY SECURITIES CONVERTIBLE INTO OR EVIDENCING THE RIGHT TO
SUBSCRIBE FOR ANY SHARES OF ITS CAPITAL STOCK, (II) OTHER SECURITIES OF THE
COMPANY DIRECTLY OR INDIRECTLY CONVERTIBLE INTO OR EXCHANGEABLE FOR SHARES OF
CAPITAL STOCK OF THE COMPANY, (III) RESTRICTIONS ON THE TRANSFER OF THE
COMPANY'S CAPITAL STOCK (OTHER THAN RESTRICTIONS UNDER THE SECURITIES ACT AND
STATE SECURITIES LAWS), (IV) VOTING RIGHTS WITH RESPECT TO THE CAPITAL STOCK OF
THE COMPANY OR (V) STOCK APPRECIATION, PHANTOM STOCK OR SIMILAR RIGHTS WITH
RESPECT TO THE COMPANY.
EXCEPT AS SET FORTH ON SCHEDULE 2.2(B), NONE OF THE
SECURITIES OF THE COMPANY ARE SUBJECT TO "ANTIDILUTION" OR SIMILAR PROVISIONS.
EXCEPT AS SET FORTH ON SCHEDULE 2.2(B) THERE ARE NO VOTING TRUSTS OR OTHER
CONTRACTS OR UNDERSTANDINGS TO WHICH THE COMPANY OR ANY COMPANY SHAREHOLDER IS A
PARTY WITH RESPECT TO THE TRANSFER, VOTING OR REGISTRATION OF THE CAPITAL STOCK
OF THE COMPANY.
EXCEPT AS SET FORTH ON SCHEDULE
7
2.2(B) THERE ARE NO CONTRACTS RELATING TO THE SALE OR TRANSFER OF ANY EQUITY
SECURITIES OR OTHER SECURITIES OF THE COMPANY.
EXCEPT AS SET FORTH ON SCHEDULE
2.2(B) THE COMPANY DOES NOT OWN, NOR DOES IT HAVE ANY CONTRACT TO ACQUIRE ANY
EQUITY SECURITIES OR OTHER SECURITIES OF ANY PERSON OR ANY DIRECT OR INDIRECT
EQUITY OR OWNERSHIP INTEREST IN ANY OTHER BUSINESS.
EXCEPT AS SET FORTH ON
SCHEDULE 2.2(B) NO PERSON HAS ANY PREEMPTIVE RIGHTS WITH RESPECT TO ANY SECURITY
OF THE COMPANY OR ANY OF ITS SUBSIDIARIES.
2.3
Organization, Qualification and Capitalization of the Subsidiaries
(A)
EACH OF THE COMPANY'S SUBSIDIARIES IS SET FORTH ON SCHEDULE
2.3(A) AND IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF ITS STATE OF ORGANIZATION, EACH OF WHICH IS SET FORTH
ON SCHEDULE 2.3(A), AND EACH OF THE COMPANY'S SUBSIDIARIES HAS THE FULL POWER
AND AUTHORITY TO OWN OR LEASE ITS PROPERTIES AND TO