Company Shareholder, jointly and severally, hereby
represent and warrant to Parent as follows.
The Schedules to this Article 2
(and the information contained in such Schedules) constitute exceptions to and
limitations of the representations and warranties of the Company and the Company
Shareholders contained in this Agreement.
Any exception, limitation or
information disclosed on any specific Schedule shall be deemed to be disclosed
in each other applicable Schedule if and to the extent the relevance of such
exception, limitation or information is reasonably apparent on the face of the
Schedules and to apply to and limit all representations and warranties of the
Company and the Company Shareholders to which it is relevant.
2.1
Organization and Qualification of the Company
(A)
THE COMPANY IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND
IN GOOD STANDING UNDER THE LAWS OF THE STATE OF MICHIGAN, WITH FULL POWER AND
AUTHORITY TO OWN OR LEASE ITS PROPERTIES AND TO CONDUCT ITS BUSINESS IN THE
MANNER AND IN THE PLACES WHERE SUCH PROPERTIES ARE OWNED OR LEASED OR SUCH
BUSINESS IS CONDUCTED BY IT.
THE COPIES OF THE COMPANY'S ARTICLES OF
INCORPORATION, AS AMENDED TO DATE ("CHARTER"), CERTIFIED BY THE DEPARTMENT OF
LABOR & ECONOMIC GROWTH OF THE STATE OF MICHIGAN, AND OF THE COMPANY'S BYLAWS,
AS AMENDED TO DATE, CERTIFIED BY THE COMPANY'S SECRETARY, ARE ATTACHED TO
SCHEDULE 2.1(A) HERETO AND ARE COMPLETE AND CORRECT.
THE COMPANY IS DULY
QUALIFIED TO DO BUSINESS AS A FOREIGN CORPORATION IN EACH OF THE JURISDICTIONS
LISTED ON SAID SCHEDULE 2.1(A) AND IS NOT REQUIRED TO BE QUALIFIED IN ANY OTHER
JURISDICTION, EXCEPT JURISDICTIONS WHERE A FAILURE TO SO QUALIFY WOULD NOT
RESULT IN A MATERIAL ADVERSE EFFECT.
6
2.2
Capitalization of the Company
(A)
THE AUTHORIZED EQUITY SECURITIES OF THE COMPANY CONSIST OF FIVE
HUNDRED THOUSAND (500,000) SHARES OF CLASS A COMMON STOCK, PAR VALUE OF $0.10
PER SHARE, AND FOUR MILLION FIVE HUNDRED THOUSAND (4,500,000) SHARES OF CLASS B
COMMON STOCK, PAR VALUE OF $0.10 PER SHARE.
AS OF THE DATE HEREOF, 345,623
SHARES OF THE COMPANY'S CLASS A COMMON STOCK AND 2,981,724 SHARES OF THE
COMPANY'S CLASS B COMMON STOCK WERE ISSUED AND OUTSTANDING.
SCHEDULE
2.2(A) CONTAINS A COMPLETE AND ACCURATE LIST OF ALL ISSUED AND OUTSTANDING
OPTIONS, WARRANTS OR OTHER RIGHTS TO ACQUIRE COMPANY SHARES INCLUDING THE NAME
OF THE HOLDER, THE ISSUE DATE, THE EXERCISE PRICE, THE AMOUNT AND TYPE OF
SECURITY UNDERLYING SUCH RIGHT AND THE EXPIRATION DATE.
(B)
NO EQUITY SECURITIES OF THE COMPANY ARE HELD IN THE TREASURY OF
THE COMPANY.
ALL OF THE OUTSTANDING EQUITY SECURITIES OF THE COMPANY HAVE BEEN
DULY AUTHORIZED AND VALIDLY ISSUED AND ARE FULLY PAID AND NONASSESSABLE.
SCHEDULE 2.2(B) SETS FORTH A COMPLETE AND CORRECT LIST OF ALL OF THE COMPANY
SHAREHOLDERS AND THE NUMBER OF SHARES OF EACH TYPE OF CAPITAL STOCK OF THE
COMPANY OWNED, OF RECORD AND BENEFICIALLY, BY EACH SUCH COMPANY SHAREHOLDER.
EXCEPT AS SET FORTH ON SCHEDULE 2.2(B), NO COMPANY SHAREHOLDER OWNS OF RECORD OR
BENEFICIALLY ANY OTHER SHARES