HAS ANY OUTSTANDING STOCK
APPRECIATION RIGHTS, PHANTOM STOCK, PERFORMANCE-BASED RIGHTS OR SIMILAR RIGHTS
OR OBLIGATIONS, EXCEPT FOR THE SHARE TRACKING AWARDS.
EXCEPT FOR THE COMPANY'S
OBLIGATION TO REPURCHASE SHARES OF COMMON STOCK FROM TORAY INDUSTRIES, INC. (AS
DISCLOSED IN THE COMPANY SEC REPORTS), THERE ARE NO OUTSTANDING OBLIGATIONS,
COMMITMENTS OR ARRANGEMENTS, CONTINGENT OR OTHERWISE, OF THE COMPANY OR ANY OF
ITS SUBSIDIARIES TO PURCHASE, REDEEM OR OTHERWISE ACQUIRE ANY COMPANY
SECURITIES.
THERE ARE NO VOTING TRUSTS OR OTHER AGREEMENTS OR UNDERSTANDINGS TO
WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES OR, TO THE KNOWLEDGE OF THE
COMPANY, ANY OTHER PERSON IS A PARTY WITH RESPECT TO THE VOTING OF CAPITAL STOCK
OF THE COMPANY. THE COMPANY OR ONE OR MORE OF ITS SUBSIDIARIES IS THE HOLDER OF
RECORD AND THE BENEFICIAL OWNER OF ALL THE EQUITY INTERESTS OF EACH OF THE
MATERIAL SUBSIDIARIES, FREE AND CLEAR OF ANY LIEN, INCLUDING ANY LIMITATION OR
RESTRICTION ON THE RIGHT TO VOTE, PLEDGE OR SELL OR OTHERWISE DISPOSE OF SUCH
EQUITY INTERESTS.
3.3
AUTHORITY FOR THIS AGREEMENT; VALID ISSUANCE OF SHARES.
(A)
THE COMPANY HAS ALL NECESSARY CORPORATE POWER AND AUTHORITY TO
ENTER INTO THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER.
THE
EXECUTION, DELIVERY AND PERFORMANCE BY THE COMPANY OF THIS AGREEMENT HAVE BEEN
DULY AND VALIDLY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION.
THIS AGREEMENT
HAS BEEN DULY EXECUTED AND DELIVERED BY THE COMPANY AND, ASSUMING THE DUE
AUTHORIZATION, EXECUTION AND DELIVERY BY THE PURCHASER, CONSTITUTES A VALID AND
BINDING AGREEMENT OF THE COMPANY AND IS ENFORCEABLE AGAINST THE COMPANY IN
ACCORDANCE WITH ITS TERMS (SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM, FRAUDULENT TRANSFER AND OTHER SIMILAR LAWS AFFECTING
CREDITORS' RIGHTS GENERALLY AND, SUBJECT TO GENERAL PRINCIPLES OF EQUITY,
INCLUDING GOOD FAITH AND FAIR DEALING, REGARDLESS OF WHETHER IN A PROCEEDING AT
EQUITY OR AT LAW).
9
(B)
THE ISSUANCE OF THE SHARES HAS BEEN DULY AUTHORIZED BY ALL
REQUISITE CORPORATE ACTION. WHEN THE SHARES ARE ISSUED, SOLD AND DELIVERED IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT FOR THE CONSIDERATION EXPRESSED
HEREIN, THE SHARES WILL BE DULY AND VALIDLY ISSUED AND OUTSTANDING, FULLY PAID,
AND NONASSESSABLE, AND WILL BE FREE OF RESTRICTIONS ON TRANSFER OTHER THAN
RESTRICTIONS ON TRANSFER UNDER THIS AGREEMENT AND UNDER APPLICABLE STATE AND
FEDERAL SECURITIES LAWS AND, EXCEPT AS OTHERWISE SET FORTH HEREIN, THE PURCHASER
SHALL BE ENTITLED TO ALL RIGHTS ACCORDED TO A HOLDER OF SHARES OF COMMON STOCK.
THE COMPANY HAS RESERVED A SUFFICIENT NUMBER OF SHARES OF COMMON STOCK FOR
ISSUANCE TO THE PURCHASER IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER
THIS AGREEMENT.
3.4
CONSENTS AND APPROVALS; NO VIOLATION.
(A)
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE
COMPANY NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL:
(I) VIOLATE OR CONFLICT WITH OR RESULT IN ANY BREACH OF ANY PROVISION OF THE
CERTIFICATE OF INCORPORATION OR BYLAWS OR THE RESPECTIVE CERTIFICATES OF
INCORPORATION OR BYLAWS OR OTHER SIMILAR GOVERNING DOCUMENTS OF ANY SUBSIDIARY
OF THE COMPANY; (II) ASSUMING ALL CONSENTS,