THE PROPERTIES AND ASSETS OWNED, OPERATED OR LEASED BY
IT AND TO CARRY ON THE BUSINESS AS CURRENTLY CONDUCTED.
EACH OF THE COMPANIES
IS DULY LICENSED OR QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING IN EACH
JURISDICTION IN WHICH THE PROPERTIES OWNED OR LEASED BY IT OR THE OPERATION OF
THE BUSINESS MAKES SUCH LICENSING OR QUALIFICATION NECESSARY OR DESIRABLE,
EXCEPT TO THE EXTENT THAT THE FAILURE TO BE SO LICENSED, QUALIFIED OR IN GOOD
STANDING, INDIVIDUALLY OR IN THE AGGREGATE, DOES NOT CURRENTLY, AND WOULD NOT
REASONABLY BE EXPECTED TO, MATERIALLY AND ADVERSELY AFFECT THE ABILITY OF THE
SELLER TO, DIRECTLY OR INDIRECTLY, OWN THE CAPITAL STOCK OF THE COMPANIES AND
THE COMPANY SUBSIDIARIES OR THE ABILITY OF THE COMPANIES OR THE COMPANY
SUBSIDIARIES TO CONDUCT THE BUSINESS (TAKEN AS A WHOLE) AS CURRENTLY CONDUCTED.
TRUE AND CORRECT COPIES OF THE CERTIFICATE OF INCORPORATION AND BYLAWS OF EACH
OF THE COMPANIES, AS MODIFIED, SUPPLEMENTED, AMENDED OR RESTATED TO THE DATE
HEREOF (THE "CHARTER DOCUMENTS"), HAVE BEEN FURNISHED BY THE SELLER TO THE
PURCHASERS.
SUCH CERTIFICATES OF INCORPORATION AND BYLAWS ARE IN FULL FORCE AND
EFFECT, AND NO OTHER ORGANIZATIONAL DOCUMENTS ARE APPLICABLE TO OR BINDING UPON
EITHER OF THE COMPANIES.
SECTION 3.03.
CAPITALIZATION; OWNERSHIP OF SHARES.
(A)
THE AUTHORIZED CAPITAL
STOCK OF QSP CONSISTS OF 1,000 SHARES OF COMMON STOCK, PAR VALUE $1.00 PER SHARE
("QSP COMMON STOCK"), OF WHICH 10 SHARES OF QSP
17
COMMON STOCK ARE ISSUED AND OUTSTANDING, AND THE AUTHORIZED CAPITAL STOCK OF QSP
CANADA CONSISTS OF (I) AN UNLIMITED NUMBER OF SHARES OF CLASS A NON-VOTING
PREFERENCE STOCK, WITHOUT PAR VALUE ("CLASS A STOCK"), OF WHICH 0 SHARES OF
CLASS A STOCK ARE ISSUED AND OUTSTANDING, (II) AN UNLIMITED NUMBER OF SHARES OF
CLASS B NON-VOTING PREFERENCE STOCK, WITHOUT PAR VALUE ("CLASS B STOCK"), OF
WHICH 0 SHARES OF CLASS B STOCK ARE ISSUED AND OUTSTANDING, AND (III) AN
UNLIMITED NUMBER OF SHARES OF COMMON STOCK, WITHOUT PAR VALUE ("QSP CANADA
COMMON STOCK" AND, TOGETHER WITH QSP COMMON STOCK, THE "COMMON STOCK"), OF WHICH
10,000 SHARES OF QSP CANADA COMMON STOCK ARE ISSUED AND OUTSTANDING.
ALL
OUTSTANDING SHARES OF COMMON STOCK ARE VALIDLY ISSUED, FULLY PAID AND
NONASSESSABLE AND WERE NOT ISSUED IN VIOLATION OF ANY PREEMPTIVE OR OTHER
SIMILAR RIGHTS UNDER ANY PROVISION OF APPLICABLE LAW, THE APPLICABLE CHARTER
DOCUMENTS OR ANY CONTRACT TO WHICH SUCH COMPANY IS SUBJECT.
EXCEPT FOR THIS
AGREEMENT, THERE ARE NO OPTIONS, WARRANTS, CALLS, CONVERTIBLE SECURITIES OR
OTHER RIGHTS, OR OTHER CONTRACTS RELATING TO DIVIDEND OR VOTING RIGHTS OR OTHER
INTERESTS IN THE COMMON STOCK OR ANY OTHER EQUITY INTERESTS IN EITHER OF THE
COMPANIES OR OBLIGATING THE SELLER, ANY OF ITS AFFILIATES OR EITHER OF THE
COMPANIES TO ISSUE, SELL, REDEEM OR REPURCHASE ANY SHARES OF COMMON STOCK OR ANY
OTHER EQUITY INTEREST AND THERE ARE NO SHARES OF CAPITAL STOCK OF EITHER OF THE
COMPANIES RESERVED FOR ANY PURPOSE.
NO SHARES OF COMMON STOCK ARE SUBJECT TO
VESTING OR FORFEITURE CONDITIONS.
THERE ARE