(A)
THE AUTHORIZED CAPITAL STOCK OF EACH MDL GROUP COMPANY IS SET
FORTH ON SCHEDULE 2.4 HERETO.
ALL OF THE SHARES WERE DULY AUTHORIZED FOR
ISSUANCE AND ARE VALIDLY ISSUED AND, WITH RESPECT TO THE MDL US SHARES, ARE
FULLY PAID AND NON-ASSESSABLE. THE SHARES REPRESENT ALL OF THE ISSUED AND
OUTSTANDING CAPITAL STOCK OF THE MDL GROUP COMPANIES.
EACH SELLER IS THE SOLE
RECORD HOLDER AND BENEFICIAL OWNER OF ALL OF THE SHARES SET FORTH OPPOSITE SUCH
SELLER'S NAME ON SCHEDULE 2.4, FREE AND CLEAR OF ALL ENCUMBRANCES, OTHER THAN
RESTRICTIONS ON TRANSFER IMPOSED
9
UNDER APPLICABLE SECURITIES LAWS.
EACH SELLER HAS THE POWER AND AUTHORITY TO
SELL, TRANSFER, ASSIGN AND DELIVER SUCH SHARES AS PROVIDED IN THIS AGREEMENT,
AND UPON THE CONSUMMATION OF THE CLOSING, BUYER WILL BE THE RECORD AND
BENEFICIAL OWNER OF THE ENTIRE EQUITY INTEREST IN EACH MDL GROUP COMPANY, FREE
AND CLEAR OF ALL ENCUMBRANCES OTHER THAN RESTRICTIONS ON TRANSFER IMPOSED UNDER
APPLICABLE SECURITIES LAWS.
NO SELLER IS A PARTY TO ANY VOTING TRUST OR OTHER
CONTRACT WITH RESPECT TO THE VOTING, REDEMPTION, SALE, TRANSFER OR OTHER
ACQUISITION OR DISPOSITION OF THE SHARES, AND NO SELLER HAS GRANTED ANY PROXY,
IN WHOLE OR IN PART, WITH RESPECT TO THE SHARES.
OTHER THAN THE SHARES, THERE
ARE NO (I) EQUITY SECURITIES OF ANY CLASS OF
ANY MDL GROUP COMPANY, OR ANY
SECURITY EXCHANGEABLE INTO OR EXERCISABLE FOR SUCH EQUITY SECURITIES, ISSUED,
RESERVED FOR ISSUANCE OR OUTSTANDING AND (II) OPTIONS, WARRANTS, EQUITY
SECURITIES, CALLS, RIGHTS OR OTHER CONTRACTS TO WHICH ANY MDL GROUP COMPANY IS A
PARTY OR BY WHICH ANY MDL GROUP COMPANY IS BOUND OBLIGATING A MDL GROUP COMPANY
TO ISSUE, EXCHANGE, TRANSFER, DELIVER OR SELL, OR CAUSE TO BE ISSUED, EXCHANGED,
TRANSFERRED, DELIVERED OR SOLD, ADDITIONAL SHARES OF CAPITAL STOCK OR OTHER
EQUITY INTERESTS OF THE MDL GROUP COMPANY OR ANY SECURITY OR RIGHTS CONVERTIBLE
INTO OR EXCHANGEABLE OR EXERCISABLE FOR ANY SUCH SHARES OR OTHER EQUITY
INTERESTS, OR OBLIGATING THE MDL GROUP COMPANY TO GRANT, EXTEND, ACCELERATE THE
VESTING OF, OTHERWISE MODIFY OR AMEND OR ENTER INTO ANY SUCH OPTION, WARRANT,
EQUITY SECURITY, CALL, RIGHT, OR CONTRACT.
NO SELLER NOR ANY MDL GROUP COMPANY
IS PARTY TO ANY ARRANGEMENT GRANTING TO ANY PERSON ANY STOCK APPRECIATION,
PHANTOM STOCK OR OTHER SIMILAR RIGHT WITH RESPECT TO THE SHARES OR THE MDL GROUP
COMPANIES. NO APPLICABLE SECURITIES LAW WAS VIOLATED IN CONNECTION WITH THE
OFFERING, SALE OR ISSUANCE OF THE SHARES TO ANY SELLER OR ANY OF ITS
AFFILIATES.
NONE OF THE SHARES HAVE BEEN ISSUED IN VIOLATION OF, AND NONE ARE
SUBJECT TO, ANY PURCHASE OPTION, CALL, RIGHT OF FIRST REFUSAL, PREEMPTIVE,
SUBSCRIPTION, OR OTHER SIMILAR RIGHT.
(B)
NO MDL GROUP COMPANY OWNS ANY EQUITY INTEREST IN ANY PERSON.
SECTION 2.5
FINANCIAL STATEMENTS; NO UNDISCLOSED LIABILITIES.
(A)
ATTACHED HERETO AS SCHEDULE 2.5(A) ARE THE FOLLOWING FINANCIAL
STATEMENTS: UNAUDITED COMBINED BALANCE SHEETS OF THE BUSINESS AS OF DECEMBER 31,
2006 AND DECEMBER 31, 2005 AND THE RELATED UNAUDITED STATEMENTS OF INCOME OF THE