NOW BEING CONDUCTED.
SECTION 3.2
AUTHORITY.
ALL CORPORATE, LIMITED
LIABILITY COMPANY OR OTHER APPROPRIATE ACTION ON THE PART OF THE PURCHASER AND
REG NECESSARY FOR THE AUTHORIZATION, EXECUTION AND DELIVERY OF THIS AGREEMENT
AND THE TRANSACTION DOCUMENTS CONTEMPLATED HEREBY TO WHICH THE PURCHASER OR REG,
RESPECTIVELY, IS A PARTY, AND THE PERFORMANCE OF THE OBLIGATIONS OF THE
PURCHASER AND REG HEREUNDER AND THEREUNDER, HAVE BEEN TAKEN.
THE PURCHASER AND
REG HAVE EACH DULY AND VALIDLY EXECUTED AND DELIVERED THIS AGREEMENT AND EACH OF
THE TRANSACTION DOCUMENTS CONTEMPLATED HEREBY TO WHICH THE PURCHASER OR REG,
RESPECTIVELY, IS A PARTY.
THIS AGREEMENT AND EACH OF THE TRANSACTION DOCUMENTS
CONTEMPLATED HEREBY TO WHICH THE PURCHASER OR REG IS A PARTY CONSTITUTES VALID
AND BINDING OBLIGATIONS OF THE PURCHASER OR REG, RESPECTIVELY, ENFORCEABLE
AGAINST THE PURCHASER OR REG IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT
AS THE ENFORCEABILITY HEREOF MAY BE SUBJECT TO APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION OR OTHER SIMILAR LAWS AFFECTING CREDITORS' RIGHTS
GENERALLY AND TO GENERAL PRINCIPLES OF EQUITY.
SECTION 3.3
NONCONTRAVENTION.
NEITHER THE
EXECUTION AND DELIVERY BY THE PURCHASER OR REG OF THIS AGREEMENT AND THE
TRANSACTION DOCUMENTS, NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY, NOR COMPLIANCE WITH ANY OF THE PROVISIONS HEREOF OR THEREOF,
WILL (A) VIOLATE ANY PROVISION OF THEIR RESPECTIVE ORGANIZATIONAL DOCUMENTS OR
ANY RESOLUTIONS ADOPTED BY THEIR RESPECTIVE MEMBERS OR SHAREHOLDERS OR BOARD OF
MANAGERS OR BOARD OF DIRECTORS, AS APPLICABLE, (B) RESULT IN A VIOLATION OF ANY
LICENSE, PERMIT, ORDER, WRIT, INJUNCTION, DECREE, JUDGMENT, OR RULING OF ANY
COURT OR GOVERNMENTAL AUTHORITY, OR ANY LAW, RULE, OR REGULATION APPLICABLE TO
THE PURCHASER OR REG, (C) CONFLICT WITH, RESULT IN A BREACH OF, OR CONSTITUTE
(OR, WITH DUE NOTICE OR LAPSE OF TIME OR BOTH, WOULD CONSTITUTE) A DEFAULT
UNDER, OR GIVE RISE TO ANY RIGHT OF TERMINATION, ACCELERATION OR CANCELLATION
UNDER, ANY INDENTURE, AGREEMENT, CONTRACT, LICENSE, ARRANGEMENT, UNDERSTANDING,
EVIDENCE OF INDEBTEDNESS, NOTE, LEASE OR OTHER INSTRUMENT WHICH CONSTITUTES AN
MATERIAL ASSET OF THE PURCHASER OR REG OR TO WHICH THE PURCHASER OR REG OR ANY
OF THEIR MATERIAL ASSETS IS BOUND, (D) RESULT IN THE CREATION OR IMPOSITION OF
ANY LIEN (OTHER THAN PERMITTED LIENS), CHARGE, RESTRICTION, CLAIM OR ENCUMBRANCE
OF ANY NATURE WHATSOEVER UPON THE PURCHASER OR REG OR THE SHARES OF REG COMMON
STOCK OR (E) REQUIRE ANY CONSENT OR APPROVAL OF, OR NOTICE TO, OR FILING OR
REGISTRATION WITH, ANY PERSON, EXCEPT FOR THOSE CONSENTS, APPROVALS, NOTICES,
FILINGS, OR REGISTRATIONS THAT HAVE BEEN OBTAINED, GIVEN, OR MADE, AS THE CASE
MAY BE, AND THAT ARE UNCONDITIONAL AND IN FULL FORCE AND EFFECT.
SECTION 3.4
CAPITALIZATION; REG COMMON STOCK.
REG IS AUTHORIZED TO ISSUE TWO CLASSES OF SHARES DESIGNATED RESPECTIVELY AS
"PREFERRED STOCK" AND "COMMON STOCK".
THE TOTAL NUMBER OF SHARES OF CAPITAL
STOCK THAT REG IS AUTHORIZED TO ISSUE IS ONE HUNDRED MILLION (100,000,000).
THE
TOTAL NUMBER OF SHARES OF PREFERRED STOCK REG HAS AUTHORITY TO ISSUE IS THIRTY
MILLION (30,000,000).
THE TOTAL NUMBER OF SHARES OF COMMON STOCK REG