(C) SHORT SALES BY THE PURCHASER OR AN AFFILIATE OF SUCH PURCHASER TO THE EXTENT
THAT SUCH PURCHASER OR AFFILIATE OF SUCH PURCHASER IS ACTING IN THE CAPACITY OF
A BROKER-DEALER EXECUTING UNSOLICITED THIRD-PARTY TRANSACTIONS.
3.
COMPANY REPRESENTATIONS AND WARRANTIES.
THE COMPANY REPRESENTS
AND WARRANTS TO AND AGREES WITH EACH PURCHASER THAT EXCEPT AS SET FORTH IN THE
REPORTS AND AS OTHERWISE QUALIFIED IN THE TRANSACTION DOCUMENTS:
(A)
DUE INCORPORATION.
THE COMPANY IS A CORPORATION DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
INCORPORATION AND HAS THE REQUISITE CORPORATE POWER TO OWN ITS PROPERTIES AND TO
CARRY ON ITS BUSINESS IS DISCLOSED IN THE REPORTS.
THE COMPANY IS DULY
QUALIFIED AS A FOREIGN CORPORATION TO DO BUSINESS AND IS IN GOOD STANDING IN
EACH JURISDICTION WHERE THE NATURE OF THE BUSINESS CONDUCTED OR PROPERTY OWNED
BY IT MAKES SUCH QUALIFICATION NECESSARY, OTHER THAN THOSE JURISDICTIONS IN
WHICH THE FAILURE TO SO QUALIFY WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
EACH
SUBSIDIARY OF THE COMPANY HAS BEEN DULY INCORPORATED AND IS VALIDLY EXISTING AS
A CORPORATION IN GOOD STANDING UNDER THE LAWS OF ITS JURISDICTION OF
INCORPORATION, WITH CORPORATE POWER AND AUTHORITY TO OWN ITS PROPERTIES AND
CONDUCT ITS BUSINESS AS DESCRIBED IN THE REPORTS, AND HAS BEEN DULY QUALIFIED AS
A FOREIGN CORPORATION FOR THE TRANSACTION OF BUSINESS AND IS IN GOOD STANDING
UNDER THE LAWS OF EACH OTHER JURISDICTION IN WHICH IT OWNS OR LEASES PROPERTIES
OR CONDUCTS ANY BUSINESS SO AS TO REQUIRE SUCH QUALIFICATION, EXCEPT FOR SUCH
JURISDICTIONS WHEREIN THE FAILURE TO BE SO QUALIFIED AND IN GOOD STANDING WOULD
NOT INDIVIDUALLY OR IN THE AGGREGATE HAVE A MATERIAL ADVERSE EFFECT.
ALL
SUBSIDIARIES AND THEIR RESPECTIVE JURISDICTIONS OF INCORPORATION ARE IDENTIFIED
ON SCHEDULE 3(A) HERETO.
EXCEPT AS DISCLOSED IN SCHEDULE 3(A) HERETO, ALL OF
THE OUTSTANDING CAPITAL STOCK OR OTHER VOTING SECURITIES OF EACH SUBSIDIARY IS
OWNED BY THE COMPANY, DIRECTLY OR INDIRECTLY, FREE AND CLEAR OF ANY LIEN AND
FREE OF ANY OTHER LIMITATION OR RESTRICTION (INCLUDING ANY RESTRICTION ON THE
RIGHT TO VOTE, SELL OR OTHERWISE DISPOSE OF SUCH CAPITAL STOCK OR OTHER VOTING
SECURITIES).
FOR PURPOSE OF THIS AGREEMENT, A "MATERIAL ADVERSE EFFECT" SHALL
MEAN A MATERIAL ADVERSE EFFECT ON THE FINANCIAL CONDITION, RESULTS OF
OPERATIONS, PROPERTIES OR BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES TAKEN
INDIVIDUALLY, OR IN THE AGGREGATE, AS A WHOLE.
FOR PURPOSES OF THIS AGREEMENT,
"SUBSIDIARY" MEANS, WITH RESPECT TO ANY ENTITY AT ANY DATE, ANY CORPORATION,
LIMITED OR GENERAL PARTNERSHIP, LIMITED LIABILITY COMPANY, TRUST, ESTATE,
ASSOCIATION, JOINT VENTURE OR OTHER BUSINESS ENTITY) OF WHICH MORE THAN 50% OF
(I) THE OUTSTANDING CAPITAL STOCK HAVING (IN THE ABSENCE OF CONTINGENCIES)
ORDINARY VOTING POWER TO ELECT A MAJORITY OF THE BOARD OF DIRECTORS OR OTHER
MANAGING BODY OF SUCH ENTITY, (II) IN THE CASE OF A PARTNERSHIP OR LIMITED
LIABILITY COMPANY, THE INTEREST IN THE CAPITAL OR PROFITS OF SUCH PARTNERSHIP OR
LIMITED LIABILITY COMPANY OR (III) IN THE CASE OF A TRUST,