VOTE, SELL OR OTHERWISE DISPOSE OF SUCH OWNERSHIP
INTEREST OTHER THAN RESTRICTIONS UNDER THE SECURITIES ACT AND STATE SECURITIES
LAWS.
5.2
CAPITAL STRUCTURE.
THE AUTHORIZED CAPITAL STOCK OF THK CONSISTS
OF (A) 100,000,000 SHARES OF THK COMMON STOCK AND (B) 5,000,000 SHARES OF "BLANK
CHECK" PREFERRED STOCK, 500,000 SHARES OF WHICH HAVE BEEN DESIGNATED "SERIES ONE
PREFERRED STOCK" ("THK PREFERRED STOCK").
AS OF THE DATE OF THIS AGREEMENT:
(1) 38,371,528 SHARES OF THK COMMON STOCK WERE ISSUED AND OUTSTANDING, (2) NO
SHARES OF THK PREFERRED STOCK WERE ISSUED OR OUTSTANDING, (3) 2,500,000 SHARES
OF THK COMMON STOCK WERE HELD IN THE TREASURY OF THK, AND (4) 12,208,000 SHARES
OF THK COMMON STOCK WERE DULY RESERVED FOR FUTURE ISSUANCE PURSUANT TO WARRANTS
OR OPTIONS ISSUED OR GRANTED BY THK.
ALL OUTSTANDING SHARES OF THK COMMON STOCK
ARE, AND ALL SHARES OF THK COMMON STOCK TO BE ISSUED IN CONNECTION WITH THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL BE, WHEN
ISSUED IN ACCORDANCE WITH THE TERMS HEREOF, DULY AUTHORIZED, VALIDLY ISSUED,
FULLY PAID AND NON-ASSESSABLE, AND NOT SUBJECT TO, OR ISSUED IN VIOLATION OF,
ANY KIND OF PREEMPTIVE, SUBSCRIPTION OR ANY KIND OF SIMILAR RIGHTS.
THERE ARE
NO BONDS, DEBENTURES, NOTES OR OTHER INDEBTEDNESS OF THK HAVING THE RIGHT TO
VOTE (OR CONVERT INTO SECURITIES HAVING THE RIGHT TO VOTE) ON ANY MATTERS ON
WHICH STOCKHOLDERS OF THK MAY VOTE. EXCEPT AS DESCRIBED ON
SCHEDULE 5.2(A) HEREOF, THERE ARE NO OUTSTANDING SECURITIES, OPTIONS, WARRANTS,
CALLS, RIGHTS, COMMITMENTS, AGREEMENTS, ARRANGEMENTS OR UNDERTAKINGS OF ANY KIND
(CONTINGENT OR OTHERWISE) TO WHICH THK IS A PARTY OR BOUND OBLIGATING THK TO
ISSUE, DELIVER OR
30
SELL, OR CAUSE TO BE ISSUED, DELIVERED OR SOLD, ADDITIONAL SHARES OF CAPITAL
STOCK OR OTHER VOTING SECURITIES OF THK OR OBLIGATING THK TO ISSUE, GRANT,
EXTEND OR ENTER INTO ANY AGREEMENT TO ISSUE, GRANT OR EXTEND ANY SECURITY,
OPTION, WARRANT, CALL, RIGHT, COMMITMENT, AGREEMENT, ARRANGEMENT OR
UNDERTAKING.
EXCEPT AS SET FORTH ON SCHEDULE 5.2(B) NEITHER THK NOR MOREX
MERGER SUB IS SUBJECT TO ANY OBLIGATION OR REQUIREMENT TO PROVIDE FUNDS FOR, OR
TO MAKE ANY INVESTMENT (IN THE FORM OF A LOAN OR CAPITAL CONTRIBUTION) TO, OR
IN, ANY PERSON. ALL OF THE ISSUED AND OUTSTANDING SHARES OF THK COMMON STOCK
WERE ISSUED IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE FEDERAL
AND STATE SECURITIES LAWS.
5.3
AUTHORIZATION; ENFORCEABILITY.
EACH OF THK AND MOREX MERGER SUB
HAS THE CORPORATE OR LIMITED LIABILITY COMPANY POWER AND AUTHORITY TO EXECUTE,
DELIVER AND PERFORM THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT AND THE
OTHER DOCUMENTS TO WHICH IT IS OR THEY ARE A PARTY. THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT AND THE OTHER DOCUMENTS TO WHICH IT IS OR THEY ARE
A PARTY AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN
HAVE BEEN DULY AUTHORIZED AND APPROVED BY THE BOARD OF DIRECTORS OF THK AND THE
MANAGERS AND MEMBERS OF MOREX MERGER SUB, AND NO OTHER ACTION BY EITHER ENTITY
OR ITS EQUITY HOLDERS