SUBSIDIARIES OPERATE, AND (E) THE PUBLIC DISCLOSURE OF THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE TO THE EXTENT THAT SUCH
CIRCUMSTANCES, EVENTS, CHANGES, DEVELOPMENTS OR EFFECTS DESCRIBED IN THE
FOREGOING CLAUSES (A), (B) AND (D) DO NOT HAVE A DISPROPORTIONATE EFFECT ON THE
COMPANY AND ITS SUBSIDIARIES, TAKEN AS A
5
WHOLE (RELATIVE TO OTHER INDUSTRY PARTICIPANTS IN THE INDUSTRIES IN WHICH THE
COMPANY AND ITS SUBSIDIARIES COMPETE).
(C)
"PREVIOUSLY DISCLOSED" WITH REGARD TO (1) ANY PARTY MEANS
INFORMATION SET FORTH ON ITS DISCLOSURE SCHEDULE CORRESPONDING TO THE PROVISION
OF THIS AGREEMENT TO WHICH SUCH INFORMATION RELATES; PROVIDED THAT INFORMATION
WHICH, ON ITS FACE, REASONABLY SHOULD INDICATE TO THE READER THAT IT RELATES TO
ANOTHER PROVISION OF THIS AGREEMENT, SHALL ALSO BE DEEMED TO BE PREVIOUSLY
DISCLOSED WITH RESPECT TO SUCH OTHER PROVISION AND (2) THE COMPANY, INCLUDES
INFORMATION PUBLICLY DISCLOSED BY THE COMPANY IN THE COMPANY REPORTS FILED BY IT
WITH OR FURNISHED TO THE SEC AND PUBLICLY AVAILABLE PRIOR TO THE DATE OF THIS
AGREEMENT (EXCLUDING ANY RISK FACTOR DISCLOSURES CONTAINED IN SUCH DOCUMENTS
UNDER THE HEADING "RISK FACTORS" AND ANY DISCLOSURE OF RISKS INCLUDED IN ANY
"FORWARD-LOOKING STATEMENTS" DISCLAIMER OR OTHER STATEMENTS THAT ARE SIMILARLY
NON-SPECIFIC AND ARE PREDICTIVE OR FORWARD-LOOKING IN NATURE).
2.2
Representations and Warranties of the Company.
Except as
Previously Disclosed, the Company represents and warrants as of the date of this
Agreement (except to the extent made only as of a specified date, in which case
as of such date) to the Investor that:
(A)
ORGANIZATION AND AUTHORITY.
THE COMPANY IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
OREGON, IS DULY QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING IN ALL
JURISDICTIONS WHERE ITS OWNERSHIP OR LEASING OF PROPERTY OR THE CONDUCT OF ITS
BUSINESS REQUIRES IT TO BE SO QUALIFIED AND FAILURE TO BE SO QUALIFIED WOULD
HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY AND HAS CORPORATE POWER AND
AUTHORITY TO OWN ITS PROPERTIES AND ASSETS AND TO CARRY ON ITS BUSINESS AS IT IS
NOW BEING CONDUCTED.
THE COMPANY IS DULY REGISTERED AS A BANK HOLDING COMPANY
UNDER THE BANK HOLDING COMPANY ACT OF 1956, AS AMENDED, OR ANY SUCCESSOR STATUTE
(THE "BHC ACT").
THE COMPANY HAS FURNISHED OR MADE AVAILABLE TO THE INVESTOR,
PRIOR TO THE DATE HEREOF, TRUE, CORRECT AND COMPLETE COPIES OF THE COMPANY'S
ARTICLES OF INCORPORATION AND BYLAWS AS AMENDED THROUGH THE DATE OF THIS
AGREEMENT.
(B)
COMPANY'S SUBSIDIARIES.
THE COMPANY HAS PREVIOUSLY DISCLOSED A
TRUE, COMPLETE AND CORRECT LIST OF ALL OF ITS SUBSIDIARIES AS OF THE DATE OF
THIS AGREEMENT (INDIVIDUALLY, A "COMPANY SUBSIDIARY" AND, COLLECTIVELY, THE
"COMPANY SUBSIDIARIES"), ALL SHARES OF THE OUTSTANDING CAPITAL STOCK OF EACH OF
WHICH ARE OWNED DIRECTLY OR INDIRECTLY BY THE COMPANY.
NO EQUITY SECURITY OF
ANY COMPANY SUBSIDIARY IS OR MAY BE REQUIRED TO BE ISSUED BY REASON OF ANY
OPTION, WARRANT, SCRIP, PREEMPTIVE RIGHT, RIGHT TO SUBSCRIBE TO, GROSS-UP RIGHT,
CALL