TO THE
CLOSING DATE.
(J)
THE COMPANY'S ONLY SUBSIDIARIES (EACH A "SUBSIDIARY" AND
COLLECTIVELY THE "SUBSIDIARIES") ARE LISTED ON SCHEDULE 1 TO THIS AGREEMENT.
EACH SUBSIDIARY THAT IS A CORPORATION HAS BEEN DULY ORGANIZED AND IS VALIDLY
EXISTING AS A CORPORATION IN GOOD STANDING UNDER THE LAWS OF ITS JURISDICTION OF
FORMATION.
EACH SUBSIDIARY IS DULY QUALIFIED AND IN GOOD STANDING AS A FOREIGN
CORPORATION OR OTHER ENTITY IN EACH JURISDICTION IN WHICH THE CHARACTER OR
LOCATION OF ITS PROPERTIES (OWNED, LEASED OR LICENSED) OR THE NATURE OR CONDUCT
OF ITS BUSINESS MAKES SUCH QUALIFICATION NECESSARY, EXCEPT FOR THOSE FAILURES TO
BE SO QUALIFIED OR IN GOOD STANDING WHICH WILL NOT HAVE A MATERIAL ADVERSE
EFFECT.
ALL OF THE SHARES OF ISSUED CAPITAL STOCK OF EACH SUBSIDIARY OF THE
COMPANY THAT IS A CORPORATION HAVE BEEN DULY AUTHORIZED AND VALIDLY ISSUED, ARE
FULLY PAID AND NON-ASSESSABLE AND ARE OWNED DIRECTLY OR INDIRECTLY BY THE
COMPANY, FREE AND CLEAR OF ANY LIEN, ENCUMBRANCE, CLAIM, SECURITY INTEREST,
RESTRICTION ON TRANSFER, SHAREHOLDERS' AGREEMENT, VOTING TRUST OR OTHER DEFECT
OF TITLE WHATSOEVER.
ALL INTERESTS OF EACH SUBSIDIARY THAT IS NOT A CORPORATION
HAVE BEEN DULY AUTHORIZED AND VALIDLY ISSUED AND ARE OWNED, DIRECTLY OR
INDIRECTLY, BY THE COMPANY.
(K)
THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OF THE COMPANY
HAVE BEEN VALIDLY ISSUED, ARE FULLY PAID AND NONASSESSABLE AND, OTHER THAN AS
SET FORTH IN THE REGISTRATION STATEMENT, ARE NOT SUBJECT TO ANY PREEMPTIVE
RIGHTS, RIGHTS OF FIRST REFUSAL OR SIMILAR RIGHTS.
THE COMPANY HAS AN
AUTHORIZED, ISSUED AND OUTSTANDING CAPITALIZATION AS SET FORTH IN THE PROSPECTUS
AS OF THE DATES REFERRED TO THEREIN. THE DESCRIPTIONS OF THE SECURITIES OF THE
COMPANY IN THE REGISTRATION STATEMENT AND THE PROSPECTUS ARE, AND AT THE CLOSING
DATE WILL BE, COMPLETE AND ACCURATE IN ALL RESPECTS.
EXCEPT AS SET FORTH IN THE
REGISTRATION STATEMENT AND THE PROSPECTUS, AND EXCEPT FOR OPTIONS GRANTED IN THE
ORDINARY COURSE OF BUSINESS UNDER THE COMPANY'S INCENTIVE PLANS, THE COMPANY
DOES NOT HAVE OUTSTANDING ANY OPTIONS TO PURCHASE, OR ANY RIGHTS OR WARRANTS TO
SUBSCRIBE FOR, OR ANY SECURITIES OR OBLIGATIONS CONVERTIBLE INTO, OR
EXCHANGEABLE FOR, OR ANY CONTRACTS OR COMMITMENTS TO ISSUE OR SELL, ANY SHARES
OF CAPITAL STOCK OR OTHER SECURITIES.
(L)
THE COMPANY HAS FULL LEGAL RIGHT, POWER AND AUTHORITY TO ENTER
INTO THIS AGREEMENT AND PERFORM THE TRANSACTIONS CONTEMPLATED HEREBY.
THIS
AGREEMENT HAS BEEN AUTHORIZED AND VALIDLY EXECUTED AND DELIVERED BY THE COMPANY
AND CONSTITUTES A LEGAL, VALID AND BINDING AGREEMENT OF THE COMPANY ENFORCEABLE
AGAINST THE COMPANY IN ACCORDANCE WITH ITS TERMS, SUBJECT TO THE EFFECT OF
APPLICABLE BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS AFFECTING CREDITORS' RIGHTS
GENERALLY AND EQUITABLE PRINCIPLES OF GENERAL APPLICABILITY.
(M)
THE ISSUANCE AND SALE OF THE SHARES HAVE BEEN DULY AUTHORIZED BY
THE COMPANY, AND THE SHARES, WHEN ISSUED AND PAID FOR IN ACCORDANCE WITH THIS
AGREEMENT, WILL BE DULY AND VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE AND
WILL NOT BE SUBJECT TO PREEMPTIVE OR SIMILAR RIGHTS.
THE HOLDERS OF THE SHARES