ADVERSE EFFECT ON THE
COMPANY.
THE COMPANY DOES NOT DIRECTLY OR INDIRECTLY OWN ANY EQUITY OR SIMILAR
INTEREST IN, OR ANY INTEREST CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE FOR
ANY EQUITY OR SIMILAR INTEREST IN, ANY CORPORATION (OTHER THAN A SUBSIDIARY),
PARTNERSHIP, JOINT VENTURE OR OTHER BUSINESS ASSOCIATION OR ENTITY.
SECTION 4.02.
AUTHORITY RELATIVE TO THIS AGREEMENT.
(A)
THE COMPANY HAS THE
REQUISITE CORPORATE POWER AND AUTHORITY TO EXECUTE AND DELIVER EACH OF THIS
AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT (COLLECTIVELY, THE "TRANSACTION
-16-
DOCUMENTS") AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
THE EXECUTION AND DELIVERY OF EACH OF THIS AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS BY THE COMPANY AND THE CONSUMMATION BY THE COMPANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY HAVE BEEN DULY AND VALIDLY AUTHORIZED AND
APPROVED BY THE BOARD OF DIRECTORS OF THE COMPANY AND NO OTHER CORPORATE
PROCEEDINGS ON THE PART OF THE COMPANY ARE NECESSARY TO AUTHORIZE OR APPROVE
THIS AGREEMENT OR THE ANY OTHER TRANSACTION DOCUMENT OR TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
THIS AGREEMENT HAS BEEN, AND EACH
OTHER TRANSACTION DOCUMENT WILL BE UPON EXECUTION, DULY AND VALIDLY EXECUTED AND
DELIVERED BY THE COMPANY AND, ASSUMING THE DUE AND VALID AUTHORIZATION,
EXECUTION AND DELIVERY BY THE OTHER PARTIES THERETO, IF ANY, CONSTITUTES A VALID
AND BINDING OBLIGATION OF THE COMPANY ENFORCEABLE AGAINST THE COMPANY IN
ACCORDANCE WITH ITS TERMS, EXCEPT THAT SUCH ENFORCEABILITY (I) MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY, MORATORIUM OR OTHER SIMILAR LAWS AFFECTING OR RELATING
TO THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY (THE "BANKRUPTCY EXCEPTIONS")
AND (II) IS SUBJECT TO GENERAL PRINCIPLES OF EQUITY.
(B)
THE BOARD OF DIRECTORS OF THE COMPANY, BY RESOLUTIONS DULY ADOPTED
BY UNANIMOUS VOTE OF THOSE VOTING AT A MEETING DULY CALLED AND HELD AND NOT
SUBSEQUENTLY RESCINDED OR MODIFIED IN ANY WAY (THE "COMPANY BOARD APPROVAL"),
HAS DULY APPROVED EACH OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY.
(C)
OTHER THAN AS SET FORTH ON SECTION 4.02 OF THE COMPANY DISCLOSURE
STATEMENT, THE COMPANY BOARD APPROVAL IS THE ONLY VOTE, APPROVAL OR CONSENT OF
ANY PERSON OR ENTITY NECESSARY TO APPROVE THIS AGREEMENT OR ANY TRANSACTION
DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
SECTION 4.03.
NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
(A)
NONE OF THE
EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, THE
CONSUMMATION BY THE COMPANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
OR COMPLIANCE BY THE COMPANY WITH ANY OF THE PROVISIONS HEREOF OR THEREOF WILL
REQUIRE ANY CONSENT, WAIVER, APPROVAL, AUTHORIZATION OR PERMIT OF, OR
REGISTRATION OR FILING WITH OR NOTIFICATION TO (ANY OF THE FOREGOING BEING A
"CONSENT"), ANY GOVERNMENT, SUBDIVISION THEREOF, OR ANY ADMINISTRATIVE,
GOVERNMENTAL, REGULATORY OR SELF-REGULATORY AUTHORITY, AGENCY, COMMISSION,
TRIBUNAL OR BODY, DOMESTIC, NON-U.S. OR SUPRANATIONAL (A "GOVERNMENTAL ENTITY")
OR PERSON WHO IS NOT A GOVERNMENTAL ENTITY, EXCEPT FOR (I) COMPLIANCE WITH ANY
APPLICABLE REQUIREMENTS OF
-17-
THE EXCHANGE ACT, THE AMERICAN STOCK EXCHANGE, THE SECURITIES ACT OR APPLICABLE
STATE SECURITIES "BLUE SKY" LAWS IN