FREE OF PREEMPTIVE AND SIMILAR RIGHTS TO SUBSCRIBE FOR
OR PURCHASE SECURITIES.
(B)
ORGANIZATION AND QUALIFICATION. THE COMPANY AND EACH OF ITS
SUBSIDIARIES IS AN ENTITY DULY INCORPORATED OR OTHERWISE ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
INCORPORATION OR ORGANIZATION (AS APPLICABLE), WITH THE REQUISITE CORPORATE
POWER AND AUTHORITY TO OWN OR LEASE AND USE ITS PROPERTIES AND ASSETS AND TO
CARRY ON ITS BUSINESS AS CURRENTLY CONDUCTED. NEITHER THE COMPANY NOR ANY
SUBSIDIARY IS IN VIOLATION OF ANY OF THE PROVISIONS OF ITS RESPECTIVE
CERTIFICATE OR ARTICLES OF INCORPORATION, BYLAWS OR OTHER ORGANIZATIONAL OR
CHARTER DOCUMENTS. THE COMPANY AND EACH OF ITS SUBSIDIARIES IS DULY QUALIFIED TO
CONDUCT BUSINESS AND IS IN GOOD STANDING AS A FOREIGN CORPORATION OR OTHER
ENTITY IN EACH JURISDICTION IN WHICH THE NATURE OF THE BUSINESS CONDUCTED OR
PROPERTY OWNED BY IT MAKES SUCH QUALIFICATION NECESSARY, EXCEPT WHERE THE
FAILURE TO BE SO QUALIFIED OR IN GOOD STANDING, AS THE CASE MAY BE, WOULD NOT
HAVE A MATERIAL ADVERSE EFFECT, AND NO PROCEEDING HAS BEEN INSTITUTED, IS
PENDING, OR, TO THE COMPANY'S KNOWLEDGE, HAS BEEN THREATENED IN WRITING IN ANY
SUCH JURISDICTION REVOKING, LIMITING OR CURTAILING OR SEEKING TO REVOKE, LIMIT
OR CURTAIL SUCH POWER AND AUTHORITY OR QUALIFICATION.
(C)
AUTHORIZATION; ENFORCEMENT; VALIDITY. THE COMPANY HAS THE
REQUISITE CORPORATE POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY EACH OF THE TRANSACTION DOCUMENTS TO WHICH IT IS A
PARTY AND OTHERWISE TO CARRY OUT ITS OBLIGATIONS HEREUNDER AND THEREUNDER. THE
COMPANY'S EXECUTION AND DELIVERY OF EACH OF THE TRANSACTION DOCUMENTS TO WHICH
IT IS A PARTY AND THE CONSUMMATION BY IT OF THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY (INCLUDING, BUT NOT LIMITED TO, THE SALE AND DELIVERY OF THE SHARES)
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON THE PART OF THE
COMPANY, AND NO FURTHER CORPORATE ACTION IS REQUIRED BY THE COMPANY, ITS BOARD
OF DIRECTORS OR ITS STOCKHOLDERS IN CONNECTION THEREWITH OTHER THAN IN
CONNECTION WITH THE REQUIRED APPROVALS. EACH OF THE TRANSACTION DOCUMENTS TO
WHICH IT IS A PARTY HAS BEEN (OR UPON DELIVERY WILL HAVE BEEN) DULY EXECUTED BY
THE COMPANY AND IS, OR WHEN DELIVERED IN ACCORDANCE WITH THE TERMS HEREOF, WILL
CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATION OF THE COMPANY ENFORCEABLE
AGAINST THE COMPANY IN ACCORDANCE WITH ITS TERMS, EXCEPT (I) AS SUCH
ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM, LIQUIDATION OR SIMILAR LAWS RELATING TO, OR
AFFECTING GENERALLY THE ENFORCEMENT OF, CREDITORS' RIGHTS AND REMEDIES OR BY
OTHER EQUITABLE PRINCIPLES OF GENERAL , (II) AS LIMITED BY LAWS RELATING TO THE
AVAILABILITY OF SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER EQUITABLE
REMEDIES AND (III) INSOFAR AS INDEMNIFICATION AND CONTRIBUTION PROVISIONS MAY BE
LIMITED BY APPLICABLE LAW. EXCEPT FOR MATERIAL CONTRACTS AND AS SET FORTH ON
SCHEDULE 3.1(C) HERETO, THERE ARE NO STOCKHOLDER AGREEMENTS, VOTING AGREEMENTS,
OR OTHER SIMILAR ARRANGEMENTS WITH RESPECT TO THE COMPANY'S CAPITAL STOCK TO
WHICH THE COMPANY