TO GRANT, SELL OR
ISSUE ANY SECURITY OF OR EQUITY INTEREST IN THE COMPANY, OR IRREVOCABLE PROXIES
OR ANY AGREEMENTS RESTRICTING THE TRANSFER OF OR OTHERWISE RELATING TO ANY
SECURITY OR EQUITY INTEREST IN THE COMPANY.
(E)
THERE ARE NO BONDS, DEBENTURES, NOTES OR OTHER
INDEBTEDNESS OF THE COMPANY HAVING THE RIGHT TO VOTE (OR CONVERTIBLE INTO OR
EXCHANGEABLE OR EXERCISABLE FOR SECURITIES OR EQUITY INTERESTS HAVING THE RIGHT
TO VOTE) ON ANY MATTERS ON WHICH SHAREHOLDERS MAY VOTE (THE "COMPANY VOTING
DEBT") ISSUED OR OUTSTANDING.
(F)
THE COMPANY HAS NO OBLIGATIONS, CONTINGENT OR
OTHERWISE, (I) TO REPURCHASE, REDEEM OR OTHERWISE ACQUIRE ANY SHARES OF CAPITAL
STOCK OR OTHER EQUITY INTERESTS OF THE COMPANY, OR (II) TO PROVIDE MATERIAL
FUNDS TO, OR TO MAKE ANY MATERIAL INVESTMENT IN (IN THE FORM OF A LOAN, CAPITAL
CONTRIBUTION OR OTHERWISE), OR TO PROVIDE ANY GUARANTEE WITH RESPECT TO THE
MATERIAL OBLIGATIONS OF, ANY OTHER PERSON.
(G)
THE COMPANY (I) DOES NOT, DIRECTLY OR INDIRECTLY,
OWN, (II) HAS NOT AGREED TO PURCHASE OR OTHERWISE ACQUIRE, AND (III) DOES NOT
HOLD ANY INTEREST CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE FOR, ANY
CAPITAL STOCK OR OTHER EQUITY INTEREST OF ANY CORPORATION, PARTNERSHIP, JOINT
VENTURE, LIMITED LIABILITY COMPANY, OR OTHER BUSINESS ASSOCIATION OR ENTITY.
(H)
EXCEPT AS SET FORTH ON SCHEDULE 2.2 WITH REGARD
TO THE PAYMENT OF TAXES, THE COMPANY IS NOT A PARTY TO OR BOUND BY ANY CONTRACT
OF ANY CHARACTER, CONTINGENT OR OTHERWISE, PURSUANT TO WHICH ANY PERSON IS OR
MAY BE ENTITLED TO RECEIVE ANY PAYMENT BASED ON, OR CALCULATED IN ACCORDANCE
WITH, THE REVENUES OR EARNINGS OF THE COMPANY.
11
(I)
THERE ARE NO VOTING TRUSTS, PROXIES OR OTHER
AGREEMENTS OR UNDERSTANDINGS TO WHICH THE COMPANY IS A PARTY OR BY WHICH IT IS
BOUND WITH RESPECT TO THE VOTING OF ANY SHARES OF CAPITAL STOCK OR OTHER EQUITY
INTERESTS OF THE COMPANY.
(J)
ALL DIVIDENDS AND DISTRIBUTIONS THAT HAVE EVER
BEEN DECLARED BY THE COMPANY HAVE BEEN PAID IN FULL PRIOR TO THE EFFECTIVE DATE.
SECTION 2.3
SELLER'S ORGANIZATION AND GOOD
STANDING.
SELLER IS A DELAWARE CORPORATION, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF DELAWARE.
SECTION 2.4
AUTHORITY RELATIVE TO THE
AGREEMENT.
SELLER HAS FULL CORPORATE POWER AND CORPORATE AUTHORITY TO EXECUTE
AND DELIVER THIS AGREEMENT, AND THE TRANSACTION DOCUMENTS TO WHICH IT IS A
PARTY, AND NO FURTHER PROCEEDINGS ON THE PART OF THE SELLER ARE NECESSARY TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
THIS AGREEMENT HAS BEEN, AND
THE TRANSACTION DOCUMENTS TO WHICH SELLER IS A PARTY WILL BE, DULY AND VALIDLY
EXECUTED AND DELIVERED BY SELLER, AND THIS AGREEMENT CONSTITUTES, AND THE
TRANSACTION DOCUMENTS TO WHICH SELLER IS A PARTY WILL CONSTITUTE, THE VALID AND
BINDING OBLIGATION OF SELLER ENFORCEABLE AGAINST SELLER IN ACCORDANCE WITH ITS
TERMS, SUBJECT TO THE EFFECT OF BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM, OR OTHER SIMILAR LAWS RELATING TO CREDITORS' RIGHTS GENERALLY AND
GENERAL EQUITABLE PRINCIPLES.
THE COMPANY HAS FULL CORPORATE POWER AND
CORPORATE AUTHORITY TO EXECUTE