BY IT AT OR PRIOR TO THE
CLOSING;
(D)
COPIES OF EACH OF THE FOLLOWING, IN EACH
CASE, CERTIFIED TO BE IN FULL FORCE AND EFFECT ON THE CLOSING DATE BY THE
SECRETARY OF THE COMPANY:
(1)
THE ARTICLES OF INCORPORATION OF THE
COMPANY;
(2)
A GOOD STANDING CERTIFICATE WITH RESPECT TO
THE COMPANY CERTIFIED BY THE SECRETARY OF STATE OF THE STATE OF MINNESOTA AS OF
A DATE NOT MORE THAN FIVE (5) DAYS PRIOR TO THE CLOSING DATE;
(3)
THE BY-LAWS OF THE COMPANY; AND
(4)
RESOLUTIONS OF THE BOARD OF DIRECTORS OF
THE COMPANY AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS (AS DEFINED IN SECTION 2.3 BELOW),
THE ISSUANCE AND SALE OF THE PURCHASE SECURITIES, AND THE RESERVATION OF THE
WARRANT SHARES ISSUABLE UPON THE EXERCISE OF THE WARRANT.
(II)
AT THE CLOSING, CIMSA SHALL DELIVER OR
CAUSE TO BE DELIVERED TO THE COMPANY:
(A)
THE SUM OF ONE MILLION FIVE HUNDRED
THOUSAND AND NO/100THS DOLLARS (US$1,500,000.00) IN UNITED STATES DOLLARS AND IN
IMMEDIATELY AVAILABLE FUNDS BY WIRE TRANSFER TO AN ACCOUNT DESIGNATED IN WRITING
TO CIMSA BY THE COMPANY FOR SUCH PURPOSE;
(B)
A CERTIFICATE OF THE CIMSA SIGNED BY THE
PRESIDENT OF CIMSA THAT (A) THE REPRESENTATIONS AND WARRANTIES OF CIMSA
CONTAINED HEREIN ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE
WHEN MADE AND AS OF THE CLOSING AS THOUGH MADE ON AND AS OF SUCH DATE AND (B)
CIMSA HAS PERFORMED OR SATISFIED AND COMPLIED IN ALL MATERIAL RESPECTS WITH ALL
COVENANTS, AGREEMENTS AND CONDITIONS REQUIRED HEREBY TO BE PERFORMED, SATISFIED
OR COMPLIED WITH BY IT AT OR PRIOR TO THE CLOSING; AND
(C)
COPIES OF THE RESOLUTIONS OF THE BOARD OF
DIRECTORS OF CIMSA AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
2
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS BY CIMSA, CERTIFIED TO BE IN FULL
FORCE AND EFFECT ON THE CLOSING DATE BY THE SECRETARY OF CIMSA.
2.
REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.
THE COMPANY HEREBY REPRESENTS AND WARRANTS TO CIMSA (WHICH
REPRESENTATIONS AND WARRANTIES SHALL BE DEEMED TO APPLY WHERE APPROPRIATE TO
EACH DIRECT OR DIRECT CONSOLIDATED SUBSIDIARY OF THE COMPANY (EACH A
"SUBSIDIARY")) THAT:
2.1
SUBSIDIARIES.
EXCEPT AS DISCLOSED IN THE
SEC REPORTS (AS DEFINED IN SECTION 2.7
BELOW), THE COMPANY OWNS, DIRECTLY OR
INDIRECTLY, ALL OF THE CAPITAL STOCK OR COMPARABLE EQUITY INTERESTS OF EACH
SUBSIDIARY FREE AND CLEAR OF ANY LIEN, CHARGE, CLAIM, SECURITY INTEREST,
ENCUMBRANCE, RIGHT OF FIRST REFUSAL OR OTHER RESTRICTION (COLLECTIVELY, "LIENS")
AND ALL THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OR COMPARABLE EQUITY
INTEREST OF EACH SUBSIDIARY ARE VALIDLY ISSUED AND ARE FULLY PAID,
NON-ASSESSABLE AND FREE OF PREEMPTIVE AND SIMILAR RIGHTS.
2.2
ORGANIZATION AND QUALIFICATION. EACH OF THE
COMPANY AND THE SUBSIDIARIES IS AN ENTITY DULY ORGANIZED, VALIDLY EXISTING AND
IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION OR
ORGANIZATION (AS APPLICABLE), WITH THE REQUISITE LEGAL AUTHORITY TO OWN AND USE
ITS PROPERTIES AND ASSETS