HOLDERS
THEREOF AND, TO THE EXTENT APPLICABLE, THE EXERCISE PRICE OR PURCHASE PRICE
THEREOF, THE NUMBER OF COMPANY SHARES SUBJECT THERETO, THE SCHEDULE OF VESTING
(INCLUDING ANY ACCELERATION OF VESTING THAT MAY RESULT FROM THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY), THE GOVERNING COMPANY OPTION PLAN WITH
RESPECT THERETO AND THE EXPIRATION DATE THEREOF.
THE COMPANY HAS NO OUTSTANDING
BONDS, DEBENTURES, NOTES OR OTHER INDEBTEDNESS THAT HAVE THE RIGHT TO VOTE (OR
WHICH IS CONVERTIBLE INTO, OR EXCHANGEABLE FOR, SECURITIES HAVING THE RIGHT TO
VOTE) ON ANY MATTERS ON WHICH COMPANY STOCKHOLDERS MAY VOTE.
ALL COMPANY
OPTIONS AND RESTRICTED SHARES HAVE BEEN GRANTED IN COMPLIANCE IN ALL RESPECTS
WITH THE TERMS AND CONDITIONS OF THE COMPANY OPTION PLANS AND APPLICABLE LAWS
AND STOCK EXCHANGE RULES AND HAVE BEEN ACCOUNTED FOR CORRECTLY IN ALL MATERIAL
RESPECTS IN THE FINANCIAL STATEMENTS OF THE COMPANY.
4.6.
SUBSIDIARIES; MINORITY INVESTMENTS.
(A)
EACH COMPANY SUBSIDIARY (I) IS A CORPORATION DULY INCORPORATED OR
AN ENTITY DULY ORGANIZED, AND IS VALIDLY EXISTING AND IN GOOD STANDING (EXCEPT
IN JURISDICTIONS WHERE SUCH CONCEPT DOES NOT EXIST) UNDER THE LAWS OF ITS
JURISDICTION OF INCORPORATION OR ORGANIZATION, AND HAS ALL POWERS AND AUTHORITY
REQUIRED TO OWN, LEASE OR OPERATE ITS PROPERTIES AND ASSETS AND TO CARRY ON ITS
BUSINESS AS NOW CONDUCTED, AND (II) HAS ALL GOVERNMENTAL LICENSES,
AUTHORIZATIONS, CONSENTS AND APPROVALS REQUIRED TO CARRY ON ITS BUSINESS AS NOW
CONDUCTED AND IS DULY QUALIFIED TO DO BUSINESS AS A FOREIGN CORPORATION OR
ENTITY AND IS IN GOOD STANDING IN EACH JURISDICTION WHERE THE CHARACTER OF THE
PROPERTY AND ASSETS OWNED, LEASED OR OPERATED BY IT OR THE NATURE OF ITS
ACTIVITIES MAKES SUCH QUALIFICATION NECESSARY, IN EACH CASE IN THE FOREGOING
CLAUSES (I) AND (II) WITH EXCEPTIONS WHICH WOULD NOT BE REASONABLY LIKELY TO
HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A COMPANY MATERIAL ADVERSE EFFECT.
(B)
SECTION 4.6(B) OF THE COMPANY DISCLOSURE SCHEDULE SETS FORTH THE
NAME OF ALL COMPANY SUBSIDIARIES AND, TO THE EXTENT APPLICABLE, THE TOTAL NUMBER
OF AUTHORIZED, ISSUED AND OUTSTANDING EQUITY INTERESTS OF EACH COMPANY
SUBSIDIARY AND THE AMOUNT OF THE COMPANY'S DIRECT OR INDIRECT OWNERSHIP OF
EQUITY INTERESTS IN EACH COMPANY ENTITY AND, IN THE CASE OF EACH PROJECT ENTITY,
(I) THE AMOUNT OF EQUITY THAT THE COMPANY OR ANY COMPANY SUBSIDIARY IS
AUTHORIZED TO INVEST IN SUCH PROJECT ENTITY AND (II) THE AMOUNT OF INDEBTEDNESS
OR OTHER PAYMENT OBLIGATION OF SUCH PROJECT ENTITY THAT THE COMPANY OR ANY
COMPANY SUBSIDIARY (OTHER THAN A PROJECT ENTITY) IS AUTHORIZED TO GUARANTEE, IN
EACH CASE EXCLUDING OBLIGATIONS UNDER SPV GUARANTEES.
FOR EACH COMPANY
SUBSIDIARY THAT IS A CORPORATION, ALL OF THE OUTSTANDING EQUITY INTERESTS IN
SUCH COMPANY SUBSIDIARY (1) HAVE BEEN DULY AUTHORIZED AND VALIDLY ISSUED AND ARE
FULLY PAID AND NONASSESSABLE, (2) IF OWNED BY THE COMPANY OR ANY COMPANY
SUBSIDIARY, ARE OWNED FREE AND CLEAR OF ANY LIEN (EXCEPT FOR LIENS UNDER THE
CREDIT AGREEMENTS), (3) ARE FREE OF ANY PREEMPTIVE OR SIMILAR RIGHT, AND (4) ARE
FREE OF ANY OTHER LIMITATION OR