CORPORATE POWER AND AUTHORIZATION.
THE COMPANY IS A CORPORATION DULY INCORPORATED AND SUBSISTING OR IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION.
THE COMPANY
HAS THE REQUISITE CORPORATE POWER AND AUTHORITY AND ALL MATERIAL PERMITS
NECESSARY TO CONDUCT ITS BUSINESS AS IT HAS BEEN AND IS CURRENTLY BEING
CONDUCTED AND TO ENTER INTO, DELIVER AND CARRY OUT ITS OBLIGATIONS PURSUANT TO
EACH OF THE TRANSACTION DOCUMENTS TO WHICH THE COMPANY IS A PARTY.
THE COMPANY
IS DULY AUTHORIZED TO CONDUCT BUSINESS AND IS IN GOOD STANDING UNDER THE LAWS OF
EACH JURISDICTION WHERE SUCH AUTHORIZATION IS REQUIRED, EXCEPT WHERE THE FAILURE
TO BE SO AUTHORIZED OR IN GOOD STANDING WOULD NOT RESULT IN A COMPANY MATERIAL
ADVERSE CHANGE.
THE COMPANY'S EXECUTION, DELIVERY AND PERFORMANCE OF EACH
TRANSACTION DOCUMENT TO WHICH IT IS A PARTY HAS BEEN DULY AUTHORIZED BY THE
COMPANY AND NO OTHER CORPORATE PROCEEDING ON THE PART OF THE COMPANY IS
NECESSARY TO AUTHORIZE THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS, AND THE
COMPANY HAS DULY EXECUTED AND DELIVERED THIS AGREEMENT AND WILL HAVE, AS OF THE
CLOSING DATE, DULY EXECUTED AND DELIVERED EACH OTHER TRANSACTION DOCUMENT TO
WHICH IT IS, OR IS SPECIFIED TO BE, A PARTY.
4.2
BINDING EFFECT AND NONCONTRAVENTION.
(A)
EACH TRANSACTION DOCUMENT TO WHICH THE COMPANY IS A PARTY
CONSTITUTES A VALID AND BINDING OBLIGATION OF THE COMPANY ENFORCEABLE AGAINST
THE COMPANY IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE
LIMITED BY (I) APPLICABLE INSOLVENCY, BANKRUPTCY, REORGANIZATION, MORATORIUM OR
OTHER SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY, AND (II) APPLICABLE
EQUITABLE PRINCIPLES (WHETHER CONSIDERED IN A PROCEEDING AT LAW OR IN EQUITY).
(B)
EXCEPT AS SET FORTH IN SECTION 4.2(B)(I) OF THE COMPANY DISCLOSURE
SCHEDULE, THE EXECUTION, DELIVERY, AND PERFORMANCE BY THE COMPANY OF THE
TRANSACTION DOCUMENTS TO WHICH THE COMPANY IS A PARTY AND THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT AND WILL NOT (WITH OR WITHOUT THE
GIVING OF NOTICE, THE LAPSE OF TIME OR BOTH):
(I) CONFLICT WITH OR RESULT IN A
BREACH OF THE TERMS, CONDITIONS, OR PROVISIONS OF THE CERTIFICATE OF
INCORPORATION OR BYLAWS OF THE COMPANY; (II) RESULT IN THE IMPOSITION OF ANY
LIEN UPON ANY OF THE PROPERTIES OR ASSETS OF THE COMPANY, CAUSE THE ACCELERATION
OR MATERIAL MODIFICATION OF ANY OBLIGATION UNDER, CREATE IN ANY PARTY THE RIGHT
TO TERMINATE, CONSTITUTE A DEFAULT OR BREACH OF, OR VIOLATE OR CONFLICT WITH THE
TERMS, CONDITIONS OR PROVISIONS OF ANY
CONTRACT TO WHICH THE COMPANY IS A PARTY OR BY WHICH THE COMPANY IS BOUND, IN
EACH CASE, OTHER THAN TO THE EXTENT IT WOULD NOT RESULT IN A COMPANY MATERIAL
ADVERSE CHANGE; (III) RESULT IN A MATERIAL BREACH OR MATERIAL VIOLATION BY THE
COMPANY OF ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF ANY LAW OR ORDER TO
WHICH THE COMPANY OR THE BUSINESS IS SUBJECT; OR (IV) EXCEPT FOR COMPLIANCE WITH
AND FILINGS UNDER THE HSR ACT, REQUIRE ANY AUTHORIZATION, CONSENT, APPROVAL,
EXEMPTION OR OTHER ACTION BY