RESPONSIBLE, WITH
ENVIRONMENTAL LAWS.
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ARTICLE IV,
REPRESENTATIONS AND WARRANTIES AS TO ENVIRONMENTAL LAW, HAZARDOUS MATERIALS AND
HAZARDOUS ACTIVITIES SHALL BE EXCLUSIVELY COVERED BY THE PROVISIONS OF THIS
SECTION 4.19.
SECTION 4.20
PRODUCTS AND SERVICES.
SCHEDULE 4.20 SETS FORTH ALL CLAIMS
ASSERTED OR, TO THE SELLERS' KNOWLEDGE, THREATENED AT ANY TIME DURING THE PAST
TWO YEARS AGAINST ANY ACQUIRED ENTITY IN RESPECT OF PERSONAL INJURY, WRONGFUL
DEATH OR PROPERTY DAMAGE ALLEGED TO HAVE RESULTED FROM PRODUCTS OR SERVICES
PROVIDED BY AN ACQUIRED ENTITY IN AN AMOUNT IN EXCESS OF $10,000, AND ALL
WARRANTY CLAIMS WITH RESPECT TO ANY SINGLE PRODUCT WITH A VALUE, INDIVIDUALLY OR
IN THE AGGREGATE, IN EXCESS OF $10,000.
34
SECTION 4.21
[INTENTIONALLY LEFT BLANK.]
SECTION 4.22
CAPITALIZATION; ACQUIRED SUBSIDIARIES.
(A)
THE AUTHORIZED CAPITAL STOCK OF THE CORPORATION CONSISTS OF: (I)
5,000,000 SHARES OF PREFERRED STOCK, $.001 PAR VALUE PER SHARE, OF WHICH THERE
ARE NO SHARES ISSUED AND OUTSTANDING, AND (II) 5,000,000 SHARES OF COMMON STOCK,
$.001 PAR VALUE PER SHARE (THE "GRANT COMMON STOCK"), OF WHICH 2,768.7424 SHARES
ARE ISSUED AND OUTSTANDING.
OTHER THAN THE GRANT PHANTOM STOCK, NO PHANTOM OR
NOTIONAL SHARES OF GRANT COMMON STOCK HAVE BEEN AWARDED.
EXCEPT AS SET FORTH ON
SCHEDULE 4.22(A), NO SHARES ARE RESERVED FOR ISSUANCE PURSUANT TO THE
CORPORATION'S STOCK OPTION AND PURCHASE PLANS AND NO SHARES ARE RESERVED FOR
ISSUANCE PURSUANT TO SECURITIES EXERCISABLE OR EXCHANGEABLE FOR, OR CONVERTIBLE
INTO, SHARES (REAL OR PHANTOM) OF GRANT COMMON STOCK.
THE OUTSTANDING SHARES OF
GRANT COMMON STOCK HAVE BEEN DULY AUTHORIZED AND VALIDLY ISSUED AND ARE FULLY
PAID AND NONASSESSABLE, ARE OWNED BENEFICIALLY AND OF RECORD BY THE HOLDERS SET
FORTH ON SCHEDULE 4.22(A) AND IN SUCH AMOUNTS AS SET FORTH ON SCHEDULE 4.22(A).
THE OUTSTANDING SHARES OF GRANT COMMON STOCK HAVE BEEN OFFERED, ISSUED, SOLD AND
DELIVERED BY THE CORPORATION IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS.
EXCEPT AS SET FORTH ON SCHEDULE 4.22(A), THERE ARE NO OUTSTANDING RIGHTS,
OPTIONS, WARRANTS, CONVERSION RIGHTS, PREEMPTIVE RIGHTS OR OTHER RIGHTS TO
ACQUIRE SECURITIES OF THE CORPORATION.
THERE ARE NO OUTSTANDING OBLIGATIONS OF
THE CORPORATION TO REPURCHASE, REDEEM OR OTHERWISE ACQUIRE ANY CAPITAL STOCK OF
THE CORPORATION.
EXCEPT AS SET FORTH ON SCHEDULE 4.22(A), THERE ARE NO
AGREEMENTS OR RESTRICTIONS (SUCH AS A RIGHT OF FIRST REFUSAL, CO-SALE, RIGHT OF
FIRST OFFER, PROXY, VOTING TRUST OR VOTING AGREEMENTS) WITH RESPECT TO THE SALE
OR VOTING OF ANY SHARES OF THE CAPITAL STOCK OF THE CORPORATION.
(B)
EACH OF THE CORPORATION'S SUBSIDIARIES (THE "ACQUIRED
SUBSIDIARIES") AND ITS JURISDICTION OF ORGANIZATION IS LISTED ON SCHEDULE
4.22(B).
THE SELLERS HAVE PROVIDED TO THE BUYER TRUE, CORRECT AND COMPLETE
COPIES OF THE ORGANIZATION OR FORMATION DOCUMENTS, AS AMENDED (OR ENGLISH
TRANSLATIONS OF SUCH DOCUMENTS), OF EACH OF THE ACQUIRED SUBSIDIARIES, AND EACH
SUCH DOCUMENT IS IN FULL FORCE AND EFFECT.
THE ACQUIRED SUBSIDIARIES ARE
CORPORATIONS, LIMITED LIABILITY COMPANIES, PARTNERSHIPS OR OTHER ENTITIES THAT
ARE DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF