OR REMEDIES, (II) GENERAL PRINCIPLES OF EQUITY OR
(III) APPLICABLE LAWS AND CONSIDERATION OF PUBLIC POLICY RELATING TO
INDEMNIFICATION AND CONTRIBUTION PROVISIONS.
(B)
AUTHORITY.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT, AND THE COMPANY'S SALE, ISSUANCE AND DELIVERY OF THE SHARES, HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON THE PART OF THE
COMPANY.
(C)
ORGANIZATION.
EACH OF THE COMPANY AND ITS SUBSIDIARIES (AS
DEFINED IN RULE 405 UNDER THE SECURITIES ACT) IS DULY ORGANIZED AND VALIDLY
EXISTING IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
ORGANIZATION.
EACH OF THE COMPANY AND ITS SUBSIDIARIES HAS FULL POWER AND
AUTHORITY TO OWN, OPERATE AND OCCUPY ITS PROPERTIES AND TO CONDUCT ITS BUSINESS
AS PRESENTLY CONDUCTED AND IS REGISTERED OR QUALIFIED TO DO BUSINESS AND IN GOOD
STANDING IN EACH JURISDICTION IN WHICH IT OWNS OR LEASES PROPERTY OR TRANSACTS
BUSINESS AND WHERE THE FAILURE TO BE SO QUALIFIED WOULD HAVE A MATERIAL ADVERSE
EFFECT UPON THE FINANCIAL CONDITION OR BUSINESS, OPERATIONS, ASSETS OR PROSPECTS
OF THE COMPANY AND ITS SUBSIDIARIES, TAKEN AS A WHOLE (A "MATERIAL ADVERSE
EFFECT").
(D)
DUE AUTHORIZATION.
THE COMPANY HAS ALL REQUISITE POWER AND
AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT,
AND HAS TAKEN ALL NECESSARY CORPORATE ACTION TO ENTER INTO AND PERFORM THIS
AGREEMENT, TO ISSUE THE SHARES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(E)
NON-CONTRAVENTION.
EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT, THE EXECUTION AND DELIVERY OF THIS AGREEMENT,
THE ISSUANCE AND SALE OF THE SHARES UNDER THIS AGREEMENT, THE FULFILLMENT OF THE
TERMS OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY WILL NOT
4
(A) CONFLICT WITH OR CONSTITUTE A VIOLATION OF, OR DEFAULT (WITH OR WITHOUT THE
GIVING OF NOTICE OR THE PASSAGE OF TIME OR BOTH) UNDER, (I) ANY MATERIAL BOND,
DEBENTURE, NOTE OR OTHER EVIDENCE OF INDEBTEDNESS, OR UNDER ANY MATERIAL LEASE,
INDENTURE, MORTGAGE, DEED OF TRUST, LOAN AGREEMENT, JOINT VENTURE OR OTHER
AGREEMENT OR INSTRUMENT TO WHICH THE COMPANY OR ANY SUBSIDIARY IS A PARTY OR BY
WHICH IT OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE PROPERTIES ARE BOUND,
(II) THE CHARTER, BY-LAWS OR OTHER ORGANIZATIONAL DOCUMENTS OF THE COMPANY OR
ANY SUBSIDIARY, OR (III) ANY LAW, ADMINISTRATIVE REGULATION, ORDINANCE OR ORDER
OF ANY COURT OR GOVERNMENTAL AGENCY, ARBITRATION PANEL OR AUTHORITY APPLICABLE
TO THE COMPANY OR ANY SUBSIDIARY OR THEIR RESPECTIVE PROPERTIES, OR (B) RESULT
IN THE CREATION OR IMPOSITION OF ANY LIEN, ENCUMBRANCE, CLAIM, SECURITY INTEREST
OR RESTRICTION WHATSOEVER UPON ANY OF THE MATERIAL PROPERTIES OR ASSETS OF THE
COMPANY OR ANY SUBSIDIARY OR AN ACCELERATION OF INDEBTEDNESS PURSUANT TO ANY
OBLIGATION, AGREEMENT OR CONDITION CONTAINED IN ANY MATERIAL BOND, DEBENTURE,
NOTE OR ANY OTHER EVIDENCE OF INDEBTEDNESS OR ANY MATERIAL INDENTURE, MORTGAGE,
DEED OF TRUST OR ANY OTHER AGREEMENT OR INSTRUMENT TO WHICH THE COMPANY OR ANY
SUBSIDIARY IS A PARTY OR BY WHICH ANY OF THEM IS BOUND OR TO WHICH ANY OF