THE ISSUANCE THEREOF, COPIES OF SUCH FINANCIAL STATEMENTS,
REPORTS AND PROXY STATEMENTS AS THE PARENT SHALL SEND TO ITS STOCKHOLDERS.
(e)
Each Company shall deliver such other information as Laurus shall
reasonably request.
11
12.
ADDITIONAL REPRESENTATIONS AND WARRANTIES.
EACH COMPANY HEREBY
REPRESENTS AND WARRANTS TO LAURUS AS FOLLOWS:
(A)
ORGANIZATION, GOOD STANDING AND QUALIFICATION.
IT AND EACH OF ITS
SUBSIDIARIES IS A CORPORATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY, AS THE
CASE MAY BE, DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF ITS JURISDICTION OF ORGANIZATION.
IT AND EACH OF ITS SUBSIDIARIES HAS
THE CORPORATE, LIMITED LIABILITY COMPANY OR PARTNERSHIP, AS THE CASE MAY BE,
POWER AND AUTHORITY TO OWN AND OPERATE ITS PROPERTIES AND ASSETS AND, INSOFAR AS
IT IS OR SHALL BE A PARTY THERETO, TO (I) EXECUTE AND DELIVER THIS AGREEMENT AND
THE ANCILLARY AGREEMENTS, (II) TO ISSUE AND SELL THE NOTES, (III) TO ISSUE AND
SALE THE WARRANTS AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE
WARRANTS (THE "WARRANT SHARES") AND TO (IV) CARRY OUT THE PROVISIONS OF THIS
AGREEMENT AND THE ANCILLARY AGREEMENTS AND TO CARRY ON ITS BUSINESS AS PRESENTLY
CONDUCTED.
IT AND EACH OF ITS SUBSIDIARIES IS DULY QUALIFIED AND IS AUTHORIZED
TO DO BUSINESS AND IS IN GOOD STANDING AS A FOREIGN CORPORATION, PARTNERSHIP OR
LIMITED LIABILITY COMPANY, AS THE CASE MAY BE, IN ALL JURISDICTIONS IN WHICH THE
NATURE OR LOCATION OF ITS ACTIVITIES AND OF ITS PROPERTIES (BOTH OWNED AND
LEASED) MAKES SUCH QUALIFICATION NECESSARY, EXCEPT FOR THOSE JURISDICTIONS IN
WHICH FAILURE TO DO SO HAS NOT HAD, OR COULD NOT REASONABLY BE EXPECTED TO HAVE,
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
(B)
SUBSIDIARIES.
EACH OF ITS DIRECT AND INDIRECT SUBSIDIARIES, THE
DIRECT OWNER OF EACH SUCH SUBSIDIARY AND ITS PERCENTAGE OWNERSHIP THEREOF, IS
SET FORTH ON SCHEDULE 12(B).
(C)
CAPITALIZATION; VOTING RIGHTS.
(I)
THE AUTHORIZED CAPITAL STOCK OF THE PARENT, AS OF THE DATE HEREOF
CONSISTS OF 56,000,000 SHARES, OF WHICH 55,000,000 ARE SHARES OF COMMON STOCK,
PAR VALUE $0.01 PER SHARE, 27,215,361 SHARES OF WHICH ARE ISSUED AND
OUTSTANDING, AND 1,000,000 ARE SHARES OF PREFERRED STOCK, PAR VALUE $0.01 PER
SHARE OF WHICH -0- SHARES ARE ISSUED AND OUTSTANDING.
THE AUTHORIZED, ISSUED
AND OUTSTANDING CAPITAL STOCK OF EACH SUBSIDIARY OF EACH COMPANY IS SET FORTH ON
SCHEDULE 12(C).
(II)
EXCEPT AS DISCLOSED ON SCHEDULE 12(C), OTHER THAN:
(I) THE
SHARES RESERVED FOR ISSUANCE UNDER THE PARENT'S STOCK OPTION PLANS; AND (II)
SHARES WHICH MAY BE ISSUED PURSUANT TO THIS AGREEMENT AND THE ANCILLARY
AGREEMENTS, THERE ARE NO OUTSTANDING OPTIONS, WARRANTS, RIGHTS (INCLUDING
CONVERSION OR PREEMPTIVE RIGHTS AND RIGHTS OF FIRST REFUSAL), PROXY OR
STOCKHOLDER AGREEMENTS, OR ARRANGEMENTS OR AGREEMENTS OF ANY KIND FOR THE
PURCHASE OR ACQUISITION FROM THE PARENT OF ANY OF ITS SECURITIES.
EXCEPT AS
DISCLOSED ON SCHEDULE 12(C), NEITHER THE OFFER, ISSUANCE OR SALE OF ANY OF THE
NOTES OR THE WARRANTS OR THE ISSUANCE OF ANY OF THE WARRANT SHARES, NOR THE
CONSUMMATION