STOCK OR COMPARABLE EQUITY INTEREST OF
EACH SUBSIDIARY ARE VALIDLY ISSUED AND ARE FULLY PAID, NON-ASSESSABLE AND FREE
OF PREEMPTIVE AND SIMILAR RIGHTS.
ORGANIZATION AND QUALIFICATION.
EACH OF THE COMPANY AND THE SUBSIDIARIES IS AN
ENTITY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF
THE JURISDICTION OF ITS INCORPORATION OR ORGANIZATION (AS APPLICABLE), WITH THE
REQUISITE POWER AND AUTHORITY TO OWN 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.
EACH OF THE COMPANY AND THE SUBSIDIARIES IS DULY QUALIFIED
TO DO 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, COULD NOT, INDIVIDUALLY OR
IN THE AGGREGATE, (I) ADVERSELY AFFECT THE LEGALITY, VALIDITY OR ENFORCEABILITY
OF ANY TRANSACTION DOCUMENT, (II) HAVE OR RESULT IN A MATERIAL ADVERSE EFFECT ON
THE RESULTS OF OPERATIONS, ASSETS, PROSPECTS, BUSINESS OR CONDITION (FINANCIAL
OR OTHERWISE) OF THE COMPANY AND THE SUBSIDIARIES, TAKEN AS A WHOLE ON A
CONSOLIDATED BASIS, OR (III) ADVERSELY IMPAIR THE COMPANY'S ABILITY TO PERFORM
FULLY ON A TIMELY BASIS ITS MATERIAL OBLIGATIONS UNDER ANY OF THE TRANSACTION
DOCUMENTS (ANY OF (I), (II) OR (III), A "MATERIAL ADVERSE EFFECT").
AUTHORIZATION; ENFORCEMENT.
THE COMPANY HAS THE REQUISITE CORPORATE POWER AND
AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY EACH
OF THE TRANSACTION
5
DOCUMENTS AND OTHERWISE TO CARRY OUT ITS OBLIGATIONS HEREUNDER AND THEREUNDER.
THE EXECUTION AND DELIVERY OF EACH OF THE TRANSACTION DOCUMENTS BY THE COMPANY
AND THE CONSUMMATION BY IT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF THE COMPANY AND
NO FURTHER CONSENT OR ACTION IS REQUIRED BY THE COMPANY, ITS BOARD OF DIRECTORS
OR ITS STOCKHOLDERS.
EACH OF THE TRANSACTION DOCUMENTS HAS BEEN (OR UPON
DELIVERY WILL BE) DULY EXECUTED BY THE COMPANY AND IS, OR WHEN DELIVERED IN
ACCORDANCE WITH THE TERMS HEREOF, WILL CONSTITUTE, THE VALID AND BINDING
OBLIGATION OF THE COMPANY ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH ITS
TERMS.
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THE TRANSACTION
DOCUMENTS BY THE COMPANY AND THE CONSUMMATION BY THE COMPANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY DO NOT AND WILL NOT (I) CONFLICT WITH OR VIOLATE
ANY PROVISION OF THE COMPANY'S OR ANY SUBSIDIARY'S CERTIFICATE OR ARTICLES OF
INCORPORATION, BYLAWS OR OTHER ORGANIZATIONAL OR CHARTER DOCUMENTS, (II)
CONFLICT WITH, OR CONSTITUTE A DEFAULT (OR AN EVENT THAT WITH NOTICE OR LAPSE OF
TIME OR BOTH WOULD BECOME A DEFAULT) UNDER, OR GIVE TO OTHERS ANY RIGHTS OF
TERMINATION, AMENDMENT, ACCELERATION OR CANCELLATION (WITH OR WITHOUT NOTICE,
LAPSE OF