DISPOSITIONS OF EQUITY SECURITIES OF THE CORPORATION (INCLUDING DERIVATIVE
SECURITIES WITH RESPECT THERETO) AND ANY SECURITIES WHICH MAY BE DEEMED TO BE
EQUITY SECURITIES OR DERIVATIVE SECURITIES OF THE CORPORATION FOR SUCH PURPOSES
THAT RESULT FROM THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, BY EACH
DIRECTOR OR OFFICER OF THE CORPORATION WHO MAY REASONABLY BE EXPECTED TO BE
SUBJECT TO THE REPORTING REQUIREMENTS OF SECTION 16(A) OF THE EXCHANGE ACT WITH
RESPECT TO THE CORPORATION UPON THE REGISTRATION OF ANY CLASS OF EQUITY SECURITY
OF THE CORPORATION PURSUANT TO SECTION 12 OF THE EXCHANGE ACT (WITH THE
AUTHORIZING RESOLUTIONS SPECIFYING THE NAME OF EACH SUCH OFFICER OR DIRECTOR
WHOSE ACQUISITION OR DISPOSITION OF SECURITIES IS TO BE EXEMPTED AND THE NUMBER
OF SECURITIES THAT MAY BE ACQUIRED AND DISPOSED OF BY EACH SUCH PERSON PURSUANT
TO THIS AGREEMENT).
(D)
IF ANY TAKEOVER LAW OR OTHER SIMILAR LAW OR REGULATION BECOMES OR
IS DEEMED TO BECOME APPLICABLE TO THE THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY, THE CORPORATION SHALL USE ITS REASONABLE BEST EFFORTS TO
RENDER SUCH LAW OR REGULATION INAPPLICABLE TO ALL OF THE FOREGOING.
6
(E)
THE CORPORATION COVENANTS THAT ALL CLASS A COMMON STOCK ISSUED
UPON AN EXCHANGE WILL, UPON ISSUANCE, BE VALIDLY ISSUED, FULLY PAID AND
NON-ASSESSABLE AND NOT SUBJECT TO ANY PREEMPTIVE RIGHT OF STOCKHOLDERS OF THE
CORPORATION OR TO ANY RIGHT OF FIRST REFUSAL OR OTHER RIGHT IN FAVOR OF ANY
PERSON OR ENTITY.
ARTICLE III
SECTION 3.1.
REPRESENTATIONS AND WARRANTIES OF THE CORPORATION.
THE
CORPORATION REPRESENTS AND WARRANTS THAT (I) IT IS A CORPORATION DULY
INCORPORATED AND IS EXISTING IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
DELAWARE, (II) IT HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO ENTER INTO
AND PERFORM THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED
HEREBY AND TO ISSUE THE CLASS A COMMON STOCK IN ACCORDANCE WITH THE TERMS
HEREOF, (III) THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE CORPORATION
AND THE CONSUMMATION BY IT OF THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING
WITHOUT LIMITATION, THE ISSUANCE OF THE CLASS A COMMON STOCK) HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON THE PART OF THE CORPORATION,
INCLUDING BUT NOT LIMITED TO ALL ACTIONS NECESSARY TO ENSURE THAT THE
ACQUISITION OF SHARES CLASS A COMMON STOCK PURSUANT TO THE TRANSACTIONS
CONTEMPLATED HEREBY, TO THE FULLEST EXTENT OF THE CORPORATION'S BOARD OF
DIRECTORS' POWER AND AUTHORITY AND TO THE EXTENT PERMITTED BY LAW, SHALL NOT BE
SUBJECT TO ANY "MORATORIUM," "CONTROL SHARE ACQUISITION," "BUSINESS
COMBINATION," "FAIR PRICE" OR OTHER FORM OF ANTI-TAKEOVER LAWS AND REGULATIONS"
OF ANY JURISDICTION THAT MAY PURPORT TO BE APPLICABLE TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (COLLECTIVELY, "TAKEOVER LAWS"), (IV) THIS
AGREEMENT CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE CORPORATION
ENFORCEABLE AGAINST THE CORPORATION IN ACCORDANCE WITH ITS TERMS, EXCEPT AS
ENFORCEMENT MAY BE LIMITED BY EQUITABLE PRINCIPLES OR BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM, OR SIMILAR LAWS RELATING TO OR LIMITING CREDITORS'
RIGHTS GENERALLY, AND (V) THE EXECUTION,