TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY GENERAL
PRINCIPLES OF EQUITY OR APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM, LIQUIDATION OR SIMILAR LAWS RELATING TO, OR AFFECTING GENERALLY, THE
ENFORCEMENT OF APPLICABLE CREDITORS' RIGHTS AND REMEDIES.
(C)
ISSUANCE OF COMMON SHARES THE ISSUANCE OF THE COMMON SHARES IS
DULY AUTHORIZED AND UPON ISSUANCE IN ACCORDANCE WITH THE TERMS OF THE
TRANSACTION DOCUMENTS, THE COMMON SHARES SHALL BE VALIDLY ISSUED AND FREE FROM
ALL TAXES, LIENS AND CHARGES WITH RESPECT TO THE ISSUE THEREOF AND ANY AND ALL
ENCUMBRANCES AND RESTRICTIONS (OTHER THAN THOSE CREATED BY THE BUYERS), EXCEPT
FOR RESTRICTIONS ON TRANSFER SET FORTH IN THE TRANSACTION DOCUMENTS OR IMPOSED
BY APPLICABLE SECURITIES LAWS.
SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF
THE BUYERS IN THIS AGREEMENT, THE OFFER AND ISSUANCE BY THE COMPANY OF THE
COMMON SHARES IS EXEMPT FROM REGISTRATION UNDER THE 1933 ACT.
(D)
NO CONFLICTS.
EXCEPT AS SET FORTH ON SCHEDULE 3(D), 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 (INCLUDING, WITHOUT LIMITATION, THE ISSUANCE OF THE COMMON SHARES) WILL
NOT (I) RESULT IN A VIOLATION OF THE CERTIFICATE OF INCORPORATION (AS DEFINED IN
SECTION 3(Q)) OF THE COMPANY OR
6
ANY CERTIFICATE OF INCORPORATION, CERTIFICATE OF FORMATION, ANY CERTIFICATE OF
DESIGNATIONS OR OTHER CONSTITUENT DOCUMENT OF ANY OF ITS SUBSIDIARIES, ANY
CAPITAL STOCK OF THE COMPANY OR BYLAWS (AS DEFINED IN SECTION 3(Q)) CERTIFICATES
OF DESIGNATIONS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES BYLAWS OR (II)
CONFLICT WITH, OR CONSTITUTE A DEFAULT (OR AN EVENT WHICH 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 OF, ANY AGREEMENT,
INDENTURE OR INSTRUMENT TO WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES IS A
PARTY, OR (III) RESULT IN A VIOLATION OF ANY LAW, RULE, REGULATION, ORDER,
JUDGMENT OR DECREE (INCLUDING FEDERAL AND STATE SECURITIES LAWS AND REGULATIONS
AND THE RULES AND REGULATIONS OF THE AMERICAN STOCK EXCHANGE (THE "PRINCIPAL
MARKET") APPLICABLE TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR BY WHICH ANY
PROPERTY OR ASSET OF THE COMPANY OR ANY OF ITS SUBSIDIARIES IS BOUND OR
AFFECTED, WHICH WITH REGARD TO SUBSECTIONS (II) AND (III) WOULD REASONABLY BE
EXPECTED TO CAUSE A MATERIAL ADVERSE EFFECT.
(E)
CONSENTS.
EXCEPT AS SET FORTH ON SCHEDULE 3(E), NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES IS REQUIRED TO OBTAIN ANY CONSENT,
AUTHORIZATION OR ORDER OF, OR MAKE ANY FILING OR REGISTRATION WITH, ANY COURT,
GOVERNMENTAL AGENCY OR ANY REGULATORY OR SELF-REGULATORY AGENCY OR ANY OTHER
PERSON IN ORDER FOR IT TO EXECUTE, DELIVER OR PERFORM ANY OF ITS OBLIGATIONS
UNDER OR CONTEMPLATED BY THE TRANSACTION DOCUMENTS, IN EACH CASE IN ACCORDANCE
WITH THE TERMS HEREOF OR THEREOF.
ALL CONSENTS, AUTHORIZATIONS, ORDERS, FILINGS
AND REGISTRATIONS WHICH THE COMPANY IS REQUIRED TO OBTAIN PURSUANT TO THE
PRECEDING SENTENCE WILL BE OBTAINED OR EFFECTED ON OR PRIOR