PURSUANT TO SECTION 8 HEREOF.
3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to each of the Buyers that:
(A)
ORGANIZATION AND QUALIFICATION.
THE COMPANY AND ITS
"SUBSIDIARIES" (WHICH FOR PURPOSES OF THIS AGREEMENT MEANS ANY JOINT VENTURE OR
ANY ENTITY IN WHICH THE COMPANY, DIRECTLY OR INDIRECTLY, OWNS CAPITAL STOCK OR
HOLDS AN EQUITY OR SIMILAR INTEREST) ARE ENTITIES DULY ORGANIZED AND VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION IN WHICH THEY
ARE FORMED, AND HAVE THE REQUISITE POWER AND AUTHORIZATION TO OWN THEIR
PROPERTIES AND TO CARRY ON THEIR BUSINESS AS NOW BEING CONDUCTED.
EACH OF THE
COMPANY AND ITS SUBSIDIARIES IS DULY QUALIFIED AS A FOREIGN ENTITY TO DO
BUSINESS AND IS IN GOOD STANDING IN EVERY JURISDICTION IN WHICH ITS OWNERSHIP OF
PROPERTY OR THE NATURE OF THE BUSINESS
5
CONDUCTED BY IT MAKES SUCH QUALIFICATION NECESSARY, EXCEPT TO THE EXTENT THAT
THE FAILURE TO BE SO QUALIFIED OR BE IN GOOD STANDING WOULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
AS USED IN THIS AGREEMENT,
"MATERIAL ADVERSE EFFECT" MEANS ANY MATERIAL ADVERSE EFFECT ON THE BUSINESS,
PROPERTIES, ASSETS, OPERATIONS, RESULTS OF OPERATIONS OR CONDITION (FINANCIAL OR
OTHERWISE) OF THE COMPANY, ITS SUBSIDIARIES, INDIVIDUALLY OR TAKEN AS A WHOLE,
OR ON THE TRANSACTIONS CONTEMPLATED HEREBY OR IN THE OTHER TRANSACTION DOCUMENTS
OR BY THE AGREEMENTS AND INSTRUMENTS TO BE ENTERED INTO IN CONNECTION HEREWITH
OR THEREWITH, OR ON THE AUTHORITY OR ABILITY OF THE COMPANY TO PERFORM ITS
OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS (AS DEFINED BELOW).
THE COMPANY HAS
NO SUBSIDIARIES EXCEPT AS SET FORTH ON SCHEDULE 3(A).
(B)
AUTHORIZATION; ENFORCEMENT; VALIDITY.
THE COMPANY HAS THE
REQUISITE POWER AND AUTHORITY TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER
THIS AGREEMENT, THE REGISTRATION RIGHTS AGREEMENT, THE IRREVOCABLE TRANSFER
AGENT INSTRUCTIONS (AS DEFINED IN SECTION 5(B)) AND EACH OF THE OTHER AGREEMENTS
ENTERED INTO BY THE PARTIES HERETO IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT (COLLECTIVELY, THE "TRANSACTION DOCUMENTS") AND
TO ISSUE THE COMMON SHARES IN ACCORDANCE WITH THE TERMS HEREOF AND THEREOF.
THE
EXECUTION AND DELIVERY OF THE TRANSACTION DOCUMENTS BY THE COMPANY AND THE
CONSUMMATION BY THE COMPANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY,
INCLUDING, WITHOUT LIMITATION, THE ISSUANCE OF THE COMMON SHARES, HAVE BEEN DULY
AUTHORIZED BY THE COMPANY'S BOARD OF DIRECTORS AND (OTHER THAN THE FILING WITH
THE SEC OF A FORM D AND ONE OR MORE REGISTRATION STATEMENTS IN ACCORDANCE WITH
THE REQUIREMENTS OF THE REGISTRATION RIGHTS AGREEMENT AND ANY OTHER FILINGS AS
MAY BE REQUIRED BY ANY STATE SECURITIES AGENCIES OR BY THE PRINCIPLE MARKET (AS
DEFINED BELOW)) NO FURTHER FILING, CONSENT, OR AUTHORIZATION IS REQUIRED BY THE
COMPANY, ITS BOARD OF DIRECTORS OR ITS STOCKHOLDERS.
THIS AGREEMENT AND THE
OTHER TRANSACTION DOCUMENTS OF EVEN DATE HEREWITH HAVE BEEN DULY EXECUTED AND
DELIVERED BY THE COMPANY, AND CONSTITUTE THE LEGAL, VALID AND BINDING
OBLIGATIONS OF THE COMPANY, ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH
THEIR RESPECTIVE