IN FULL IMMEDIATELY AFTER THE EXECUTION AND DELIVERY OF
THE WARRANT AGREEMENTS.
(E)
NEITHER ACI, NOR ANY OF ITS AFFILIATES, NOR ANY PERSON ACTING ON ITS OR
THEIR BEHALF, HAS DIRECTLY OR INDIRECTLY MADE ANY OFFERS OR SALES OF ANY
SECURITY OR SOLICITED ANY OFFERS TO BUY ANY SECURITY UNDER CIRCUMSTANCES THAT
WOULD REQUIRE REGISTRATION, OR THE FILING OF A PROSPECTUS QUALIFYING THE
DISTRIBUTION, OF THE WARRANTS BEING ISSUED PURSUANT TO THE WARRANT AGREEMENTS
UNDER THE SECURITIES ACT OR CAUSE THE ISSUANCE OF THE WARRANTS TO BE INTEGRATED
WITH ANY PRIOR OFFERING OF SECURITIES OF ACI FOR PURPOSES OF THE SECURITIES ACT.
(F)
IBM WILL, UPON ISSUANCE OF THE WARRANT SHARES, HAVE THE RIGHTS SET FORTH IN
THE WARRANT AGREEMENTS AND UNDER THE GENERAL CORPORATION LAW OF THE STATE OF
DELAWARE.
(G)
EXCEPT FOR REGISTRATION OF SECURITIES ON FORM S-8 PURSUANT TO EMPLOYEE
COMPENSATION AND INCENTIVE PLANS OF ACI, THERE ARE NO AGREEMENTS OR PLANS IN
EFFECT ON THE DATE OF THIS AGREEMENT PURSUANT TO WHICH ACI HAS AGREED TO
REGISTER ANY OF ITS SECURITIES UNDER THE SECURITIES ACT.
SECTION 2.03.
AUTHORIZATION.
THE EXECUTION, DELIVERY AND PERFORMANCE BY ACI OF
THE ALLIANCE AGREEMENTS HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE
ACTION.
SECTION 2.04.
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE BY ACI OF
THE ALLIANCE AGREEMENTS DO NOT, AND THE PERFORMANCE OF ITS OBLIGATIONS
THEREUNDER AND COMPLIANCE WITH THE TERMS THEREOF BY ACI WILL NOT, CONFLICT WITH,
OR RESULT IN ANY VIOLATION OF OR DEFAULT (WITH OR WITHOUT NOTICE OR LAPSE OF
TIME, OR BOTH) UNDER, ANY PROVISION OF (I) THE ACI CHARTER OR THE ACI BYLAWS,
(II) ANY CONTRACT TO WHICH ACI OR ANY OF ITS SUBSIDIARIES IS A PARTY OR BY WHICH
ANY OF THEIR RESPECTIVE PROPERTIES OR ASSETS IS BOUND OR (III) ANY APPLICABLE
LAW, EXCEPT, WITH RESPECT TO CLAUSE (II) ONLY, FOR SUCH OF THE FOREGOING THAT
IS, INDIVIDUALLY AND IN THE AGGREGATE, IMMATERIAL TO ACI AND ITS SUBSIDIARIES,
TAKEN AS A WHOLE, AND THAT DOES NOT, INDIVIDUALLY OR IN THE AGGREGATE, AFFECT
THE ABILITY OF ACI TO TIMELY PERFORM ITS OBLIGATIONS UNDER THE ALLIANCE
AGREEMENTS.
10
SECTION 2.05.
EXECUTION AND DELIVERY; ENFORCEABILITY.
EACH ALLIANCE AGREEMENT
HAS BEEN DULY EXECUTED AND DELIVERED BY ACI, AND IS A LEGAL, VALID AND BINDING
OBLIGATION OF ACI, ENFORCEABLE AGAINST ACI IN ACCORDANCE WITH ITS TERMS, EXCEPT
AS MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, MORATORIUM AND OTHER
LAWS AFFECTING THE RIGHTS OF CREDITORS GENERALLY AND GENERAL PRINCIPLES OF
EQUITY.
SECTION 2.06.
NO CONSENTS.
NO AUTHORIZATION, CONSENT, APPROVAL, LICENSE,
EXEMPTION OR OTHER ACTION BY, AND NO REGISTRATION, QUALIFICATION, DESIGNATION,
DECLARATION OR FILING WITH, ANY GOVERNMENTAL AUTHORITY IS OR WILL BE NECESSARY
(A) IN CONNECTION WITH THE EXECUTION AND DELIVERY BY ACI OF THIS AGREEMENT AND
THE OTHER ALLIANCE AGREEMENTS, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY, OR THE PERFORMANCE OF OR COMPLIANCE WITH THE TERMS AND
CONDITIONS HEREOF OR THEREOF, OR (B) TO ENSURE THE LEGALITY, VALIDITY AND
ENFORCEABILITY OF ANY OF THE ALLIANCE AGREEMENTS.
SECTION