THE NATURE OF THE BUSINESS CONDUCTED BY IT MAKES SUCH
QUALIFICATION NECESSARY, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED OR IN GOOD
STANDING WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
NEITHER THE COMPANY NOR ANY
SUBSIDIARY IS IN VIOLATION OF ANY PROVISION OF ITS RESPECTIVE CERTIFICATE OR
ARTICLES OF INCORPORATION, PARTNERSHIP AGREEMENT, BYLAWS OR OTHER ORGANIZATIONAL
OR CHARTER DOCUMENTS, AS THE SAME MAY HAVE BEEN AMENDED.
4.2
AUTHORIZATION; ENFORCEMENT.
THE COMPANY HAS ALL REQUISITE
CORPORATE POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT AND EACH
OF THE OTHER TRANSACTION DOCUMENTS AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY AND TO ISSUE THE SHARES, IN ACCORDANCE WITH THE
TERMS HEREOF AND THEREOF.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND EACH
OF THE OTHER TRANSACTION DOCUMENTS BY THE COMPANY AND THE CONSUMMATION BY IT OF
THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY (INCLUDING WITHOUT LIMITATION,
THE ISSUANCE OF THE SHARES) HAVE BEEN DULY AUTHORIZED BY THE COMPANY'S BOARD OF
DIRECTORS AND NO FURTHER CONSENT OR AUTHORIZATION OF THE COMPANY, ITS BOARD OF
DIRECTORS, OR ITS STOCKHOLDERS IS REQUIRED.
THIS AGREEMENT AND EACH OF THE
OTHER TRANSACTION DOCUMENTS HAVE BEEN DULY EXECUTED AND DELIVERED BY THE
COMPANY.
THIS AGREEMENT AND EACH OF THE OTHER TRANSACTION DOCUMENTS WILL
CONSTITUTE UPON EXECUTION AND DELIVERY BY THE COMPANY, A LEGAL, VALID AND
BINDING OBLIGATION OF THE COMPANY ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE
WITH ITS TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY:
(I) APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS IN
EFFECT THAT LIMIT CREDITORS' RIGHTS GENERALLY; (II) EQUITABLE LIMITATIONS ON THE
AVAILABILITY OF SPECIFIC REMEDIES; (III) PRINCIPLES OF EQUITY (REGARDLESS OF
WHETHER SUCH ENFORCEMENT
6
IS CONSIDERED IN A PROCEEDING IN LAW OR IN EQUITY); AND (IV) TO THE EXTENT
RIGHTS TO INDEMNIFICATION AND CONTRIBUTION MAY BE LIMITED BY FEDERAL SECURITIES
LAWS OR THE PUBLIC POLICY UNDERLYING SUCH LAWS.
4.3
CAPITALIZATION; VALID ISSUANCE OF SECURITIES .
AS OF THE DATE
HEREOF, THE AUTHORIZED CAPITAL STOCK OF THE COMPANY CONSISTS OF 100,000,000
SHARES OF COMMON STOCK, OF WHICH 76,275,912 SHARES ARE ISSUED AND OUTSTANDING,
AND NO SHARES ARE HELD BY THE COMPANY AS TREASURY SHARES, AND 10,000,000 SHARES
OF PREFERRED STOCK, OF WHICH NO SHARES ARE ISSUED AND OUTSTANDING.
ALL OF SUCH
OUTSTANDING SHARES OF COMMON STOCK ARE DULY AUTHORIZED, VALIDLY ISSUED, FULLY
PAID AND NONASSESSABLE.
THE SHARES HAVE BEEN DULY AUTHORIZED AND WHEN ISSUED
PURSUANT TO THE TERMS HEREOF WILL BE VALIDLY ISSUED, FULLY PAID AND
NONASSESSABLE AND WILL NOT BE SUBJECT TO ANY ENCUMBRANCES, PREEMPTIVE RIGHTS OR
ANY OTHER SIMILAR CONTRACTUAL RIGHTS OF THE STOCKHOLDERS OF THE COMPANY OR ANY
OTHER PERSON.
NO SHARES OF CAPITAL STOCK OF THE COMPANY ARE SUBJECT TO
PREEMPTIVE RIGHTS OF THE STOCKHOLDERS OF THE COMPANY OR ANY LIENS OR
ENCUMBRANCES IMPOSED THROUGH THE ACTIONS OR FAILURE TO ACT OF THE COMPANY.
AS
OF THE DATE OF THIS AGREEMENT, EXCEPT TO THE EXTENT DESCRIBED IN THE PRECEDING
SENTENCE AND SCHEDULE 4.3 ATTACHED HERETO, (I) THERE ARE NO OUTSTANDING OPTIONS,
WARRANTS,