VIOLATION BY THE SELLER OF ANY LAWS OR
JUDGMENTS.
3.3
GOVERNMENTAL AUTHORIZATIONS.
(A)
NO MATERIAL GOVERNMENTAL AUTHORIZATION IS REQUIRED TO BE MADE OR
OBTAINED BY THE SELLER IN CONNECTION WITH: (X) THE ENTERING INTO OF THIS
AGREEMENT, (Y) THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, OR (Z) THE
CONSUMMATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(B)
TO THE KNOWLEDGE OF THE SELLER, ALL MATERIAL GOVERNMENTAL
AUTHORIZATIONS REQUIRED BY LAW FOR THE COMPANY TO CONDUCT ITS OPERATIONS IN
RESPECT OF THE LICENCES AS NOW BEING CONDUCTED HAVE BEEN OBTAINED AND ARE IN
FULL FORCE AND EFFECT.
3.4
THE SHARES.
(A)
ALL OF THE SHARES ARE DULY AUTHORIZED, HAVE BEEN PROPERLY AND VALIDLY
ISSUED, ARE FULLY PAID-UP AND ARE OWNED, LEGALLY AND BENEFICIALLY BY THE SELLER
FREE AND CLEAR OF ALL ENCUMBRANCES.
(B)
THE SHARES ARE THE ONLY ISSUED AND OUTSTANDING INTERESTS IN THE SHARE
CAPITAL OF THE COMPANY AND THERE ARE NO OUTSTANDING SUBSCRIPTION RIGHTS,
OPTIONS, CONVERSION RIGHTS, WARRANTS, OR OTHER AGREEMENTS PROVIDING FOR THE
ISSUANCE, SALE OR PURCHASE OF ANY INTERESTS IN THE SHARE CAPITAL OF THE COMPANY
OR ANY SECURITIES OF ANY PERSON OUTSTANDING WHICH UPON CONVERSION OR EXCHANGE OR
EXERCISE WOULD REQUIRE, THE ISSUANCE, SALE, PURCHASE, REDEMPTION OR TRANSFER OF
ANY ADDITIONAL SHARES OF CAPITAL STOCK OR OTHER SECURITIES OF THE COMPANY OR
OTHER SECURITIES CONVERTIBLE INTO, EXCHANGEABLE OR EXERCISABLE FOR OR EVIDENCING
THE RIGHT TO SUBSCRIBE FOR OR PURCHASE SHARES OF CAPITAL STOCK OR OTHER
SECURITIES OF THE COMPANY.
THE SELLER IS NOT A PARTY TO ANY VOTING TRUST
RELATING TO THE SHARES.
(C)
WITHOUT LIMITATION TO THE PRECEDING PROVISIONS OF THIS SECTION 3.4
THE PLEDGE BY THE SHAREHOLDER OF THE COMPANY IN RESPECT OF ALL OR SOME OF THE
SHARES IN FAVOUR OF BARCLAYS BANK PLC HAS BEEN RELEASED AND NO LONGER ENCUMBERS
THE SHARES (OR ANY OF THEM).
3.5
THE COMPANY.
(A)
THE COMPANY (X) IS A COMPANY DULY INCORPORATED AND VALIDLY EXISTING
UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION AND HAS ALL REQUISITE
CORPORATE CAPACITY TO HOLD
21
TITLE TO ITS ASSETS AND TO CONDUCT ITS BUSINESS AS NOW BEING CONDUCTED, AND (Y)
IS QUALIFIED OR OTHERWISE AUTHORIZED TO DO BUSINESS AS A FOREIGN CORPORATION IN
TURKEY AND IN EACH JURISDICTION IN WHICH THE CHARACTER OF THE PROPERTIES OWNED
OR HELD BY IT UNDER LEASE OR LICENCE OR ITS BUSINESS REQUIRES SUCH QUALIFICATION
OR AUTHORIZATION.
DOCUMENTATION TO DISSOLVE THE COMPANY IN LIBERIA WAS DULY
FILED AND, FOLLOWING SUCH FILING, THE COMPANY WAS DULY DISSOLVED IN ACCORDANCE
WITH LIBERIAN LAW.
(B)
THE PURCHASER HAS BEEN PROVIDED WITH A TRUE AND COMPLETE COPY OF THE
COMPANY'S ORGANIZATIONAL DOCUMENTS AS AMENDED THROUGH THE DATE HEREOF.
NO
RESOLUTION HAS BEEN ADOPTED PROVIDING FOR THE AMENDMENT OF ANY SUCH
ORGANIZATIONAL DOCUMENTS WHICH IS NOT REFLECTED THEREIN, NOR FOR THE DISSOLUTION
OR WINDING-UP OF THE COMPANY.
(C)
THE COMPANY NEITHER HAS DIRECT OR INDIRECT SUBSIDIARIES NOR OWNS ANY
EQUITY INTEREST OR VOTING RIGHTS IN ANY OTHER COMPANY, PARTNERSHIP, JOINT
VENTURE OR OTHER ENTITY.
(D)
AS