CONDUCT ITS BUSINESS IN THE
MANNER AND IN THE PLACES WHERE SUCH PROPERTIES ARE OWNED OR LEASED OR SUCH
BUSINESS IS CONDUCTED BY IT.
THE COPIES OF THE COMPANY'S SUBSIDIARIES' ARTICLES
OF INCORPORATION, AS AMENDED TO DATE, CERTIFIED BY THE APPLICABLE DEPARTMENT OR
DIVISION OF THE RELEVANT STATE GOVERNMENT, AND OF THE COMPANY'S SUBSIDIARIES'
BYLAWS, AS AMENDED TO DATE, CERTIFIED BY THE COMPANY'S SECRETARY, ARE ATTACHED
TO SCHEDULE 2.3(A) HERETO AND ARE COMPLETE AND CORRECT.
EACH OF THE COMPANY'S
SUBSIDIARIES IS DULY QUALIFIED TO DO BUSINESS AS A FOREIGN CORPORATION IN EACH
OF THE JURISDICTIONS LISTED ON SAID SCHEDULE 2.3(A) AND IS NOT REQUIRED TO BE
QUALIFIED IN ANY OTHER JURISDICTION, EXCEPT JURISDICTIONS WHERE A FAILURE TO SO
QUALIFY WOULD NOT RESULT IN A MATERIAL ADVERSE EFFECT.
(B)
SCHEDULE 2.3(B) SETS FORTH THE TOTAL AUTHORIZED AND OUTSTANDING
CAPITAL STOCK OF EACH OF THE COMPANY'S SUBSIDIARIES.
ALL OF THE ISSUED AND
OUTSTANDING SHARES OF CAPITAL STOCK OF EACH OF THE COMPANY'S SUBSIDIARIES HAVE
BEEN DULY AUTHORIZED AND ARE VALIDLY ISSUED AND OUTSTANDING, FULLY PAID AND
NON-ASSESSABLE.
ALL OF THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OF
EACH OF THE COMPANY'S SUBSIDIARIES ARE OWNED BENEFICIALLY AND OF RECORD BY THE
COMPANY FREE AND CLEAR OF ALL ENCUMBRANCES.
EXCEPT AS SET FORTH ON SCHEDULE
2.3(B), THERE ARE NO OUTSTANDING SUBSCRIPTIONS, OPTIONS, WARRANTS, COMMITMENTS,
PREEMPTIVE RIGHTS, AGREEMENTS, ARRANGEMENTS OR COMMITMENTS OF ANY KIND FOR OR
RELATING TO THE OWNERSHIP, ISSUANCE, SALE, REGISTRATION OR VOTING OF, OR
OUTSTANDING SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR, ANY SHARES OF
CAPITAL STOCK OF ANY CLASS OR OTHER EQUITY OR OWNERSHIP INTERESTS OF ANY OF THE
COMPANY'S SUBSIDIARIES.
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS A
PARTNER OR PARTICIPANT IN ANY JOINT VENTURE OR PARTNERSHIP OF ANY KIND.
2.4
Authorization of Transaction
(A)
THE COMPANY HAS THE FULL CORPORATE POWER AND AUTHORITY TO EXECUTE,
DELIVER AND PERFORM THIS AGREEMENT AND THE ANCILLARY AGREEMENTS; TO PERFORM ITS
OBLIGATIONS HEREUNDER AND THEREUNDER, AND TO CARRY OUT THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY.
ALL NECESSARY ACTION, CORPORATE OR OTHERWISE,
8
HAS BEEN TAKEN BY THE COMPANY TO AUTHORIZE THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT AND EACH OF THE ANCILLARY AGREEMENTS AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
THIS AGREEMENT HAS BEEN, AND EACH
ANCILLARY AGREEMENT WILL BE AT THE CLOSING, DULY EXECUTED AND DELIVERED BY THE
COMPANY AND THIS AGREEMENT AND EACH ANCILLARY AGREEMENT IS, OR UPON THE CLOSING
WILL BE, THE LEGAL, VALID AND BINDING OBLIGATION OF THE COMPANY, ENFORCEABLE
AGAINST THE COMPANY IN ACCORDANCE WITH THEIR TERMS, EXCEPT (I) AS SUCH
ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION OR
SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY, AND (II) THAT THE REMEDY OF
SPECIFIC PERFORMANCE AND INJUNCTIVE AND OTHER FORMS OF EQUITABLE RELIEF MAY BE
SUBJECT TO THE EQUITABLE DEFENSES AND TO THE DISCRETION OF THE COURT BEFORE
WHICH ANY PROCEEDING THEREFORE MAY BE BROUGHT.
(B)
THE BOARD OF DIRECTORS OF THE COMPANY, AT A MEETING DULY CALLED
AND HELD, OR THROUGH AN ACTION BY