SUBSCRIPTION
AGREEMENT
This
SUBSCRIPTION AGREEMENT (this "
Agreement ")
is made and entered into as of the 20th day of December, 2007 by
and between SkyTerra Communications, Inc., a Delaware corporation
(the "
Company "),
and Inmarsat Global Limited, a company incorporated under the laws
of England and Wales (the "
Purchaser ").
In
consideration of the mutual agreements, representations,
warranties and covenants herein contained and in contemplation
of the Cooperation Agreement (as defined below), the parties
hereto agree as follows:
1.
Definitions; Certain Rules of Construction .
Any capitalized term used herein and not defined in this
Section 1 or
elsewhere in this Agreement shall have the meaning given such term
in the Cooperation Agreement. As used in this Agreement, the
following terms shall have the following respective
meanings.
"
Agreement "
has the meaning assigned to it in the Preamble.
"
Antitrust Laws "
means the HSR Act, the Sherman Act, as amended, the Clayton Act, as
amended, the Federal Trade Commission Act, as amended, and any
other United States federal or state or foreign statutes, rules,
regulations, orders, decrees, administrative or judicial doctrines
or other laws that are designed to prohibit, restrict or regulate
actions having the purpose or effect of monopolization or restraint
of trade.
"
Authorizations "
has the meaning assigned to it in
Section 3.15(a) hereof.
"
Board "
means the board of directors of the Company or any duly authorized
committee thereof.
"
Business Day "
(whether such term is capitalized or not) means any day except
Saturday, Sunday and any day which shall be a federal legal holiday
or a day on which banking institutions in New York, New York or
London are authorized or required by law or other governmental
action to close.
"
Closing "
has the meaning assigned to it in
Section 2.2 hereof.
"
Closing Date "
has the meaning assigned to it in
Section 2.2 hereof.
"
Common Stock "
means the voting common stock, par value $0.01 per share, of the
Company.
"
Cooperation Agreement "
means the agreement dated as of December ·
,
2007 by and among the Company, MSV, Mobile Satellite Ventures
(Canada) Inc. and the Purchaser.
"
Disclosure Schedules "
has the meaning assigned to it in
Section 3 hereof.
"
DOJ "
has the meaning assigned to it in
Section 5 hereof.
"
Environmental Protection Laws "
means any law, statute or regulation enacted by any jurisdiction in
connection with or relating to the protection or regulation of the
environment, including, without limitation, those laws, statutes
and regulations regulating the disposal, removal, production,
storing, refining, handling, transferring, processing or
transporting of hazardous or toxic substances, and any orders,
decrees or judgments issued by any court of competent jurisdiction
in connection with any of the foregoing.
"
Exchange Act "
means the Securities Exchange Act of 1934, as amended, and all of
the rules and regulations promulgated thereunder.
"
Exchange Act Reports "
means the Company's reports filed with the SEC since September 1,
2006, pursuant to Section 13 of the Exchange Act.
"
Fair Market Value "
has the meaning assigned to it in the Cooperation
Agreement.
"
FCC "
has the meaning assigned to it in
Section 3.15(a) hereof.
"
First Issue Date "
has the meaning assigned to it in the Cooperation
Agreement.
"
FTC "
has the meaning assigned to it in
Section 5 hereof.
"
GAAP "
means U.S. generally accepted accounting principles.
"
Governmental Authority "
means any nation or government, any state or other political
subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or
pertaining to government.
"
HSR Act "
has the meaning assigned to it in
Section 3.7 hereof.
"
Indebtedness "
means, as applied to any Person, all indebtedness for borrowed
money, whether current or funded, or secured or
unsecured.
"
Intellectual Property "
has the meaning assigned to it in
Section 3.19(a) hereof.
"
in writing "
means any form of written communication or a communication by means
of facsimile transmission, in all events delivered in accordance
with
Section 8.3 .
"
Lien "
means, with respect to any property or asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in
respect of such property or asset, whether or not filed, recorded
or otherwise perfected under applicable law, other than (a) those
resulting from taxes which have not yet become delinquent or (b)
minor liens and encumbrances that do not materially detract from
the value of the property or materially impair the operations of
the Company or materially interfere with the use of such property
or asset.
"
Material Adverse Effect "
means a material adverse effect on the next generation business,
assets, liabilities, properties, operations or condition (financial
or otherwise) of the Company and its Subsidiaries taken as a whole,
except to the extent that such adverse effect results from (a)
general economic, regulatory or political conditions or changes
therein in the United States or the other countries in which such
party operates; (b) financial or securities market fluctuations or
conditions; or (c) changes in, or events or conditions affecting,
the wireless telecommunications industry generally.
"
MSV "
means Mobile Satellite Ventures, L.P.
"
Non-Voting Common Stock "
means the non-voting common stock, par value $0.01 per share, of
the Company.
"
Permits "
has the meaning assigned to it in
Section 3.16 hereof.
"
Permitted Transfer "
means any Transfer of Common Stock to any Affiliate of the
Purchaser.
"
Person "
(whether or not capitalized) means an individual, entity,
partnership, limited liability company, corporation, association,
trust, joint venture, unincorporated organization, and any
Governmental Authority.
"
PUC "
has the meaning assigned to it in
Section 3.15(a) hereof.
"
Purchaser "
has the meaning assigned it in the Preamble.
"
Registration Rights Agreement "
means the agreement dated as of the Closing Date by and among the
Company and the Purchaser, substantially in the form attached
hereto as
Exhibit A .
"
Registration Statements "
means the Company's registration statements filed with the SEC
since September 1, 2006, pursuant to the Securities
Act.
"
Rule 144 "
means Rule 144 promulgated under the Securities Act and any
successor or substitute rule, law or provision.
"
SEC "
means the United States Securities and Exchange
Commission.
"
SEC Reports "
means the Exchange Act Reports and the Registration Statements
filed with the SEC since September 1, 2006.
"
Securities Act "
means the Securities Act of 1933, as amended, and all of the rules
and regulations promulgated thereunder.
"
Shares "
has the meaning assigned to it in
Section 2.1 hereof.
"
Significant Subsidiary "
means any "significant subsidiary" of the Company within the
meaning of Rule 1-02 under Regulation S-X.
"
SkyTerra "
means SkyTerra Communications, Inc., a Delaware
corporation.
"
Subsidiary "
means with respect to any Person at any time, (a) any other Person
the accounts of which would be required by GAAP to be consolidated
with those of such first Person in its consolidated financial
statements as of such time, and (b) any other Person capital
securities of which having ordinary voting power to elect a
majority of the board of directors (or other persons having similar
functions), or other ownership interest of which ordinarily
constituting a majority voting interest, are at such time, directly
or indirectly, owned or controlled by such first Person and/or one
or more of its Subsidiaries. Unless otherwise expressly provided,
all references herein to "Subsidiary" mean a Subsidiary of the
Company.
"
Transaction Documents "
means, collectively, this Agreement, the Cooperation Agreement and
the Registration Rights Agreement, as well as all certificates and
exhibits executed or delivered in connection with such
agreements.
"
Transfer "
means and includes any sale, assignment, encumbrance,
hypothecation, pledge, conveyance in trust, gift, or other transfer
or disposition of any kind, including but not limited to transfers
to receivers, levying creditors, trustees or receivers in
bankruptcy proceedings or general assignees for the benefit of
creditors, whether voluntary or by operation of law, directly or
indirectly.
2.
Transactions and Closings .
2.1
Transactions .
Pursuant to Article IV of the Cooperation Agreement and in
accordance with the terms and conditions thereof, the Company shall
issue (i) the Effective Date Shares on the First Issue Date (and
the Effective Date Balance Shares, if necessary, in accordance with
the provisions of the Cooperation Agreement); (ii) the Trigger
Shares on the Trigger Date (and the Trigger Balance Shares, if
necessary, in accordance with the provisions of the Cooperation
Agreement); and (iii) the Phase 1 Shares on the Phase 1 Completion
Date (and the Phase 1 Balance Shares, if necessary, in accordance
with the provisions of the Cooperation Agreement) (the Effective
Date Shares, the Effective Date Balance Shares, the Trigger Shares,
the Trigger Balance Shares, the Phase 1 Shares and the Phase 1
Balance Shares are collectively referred to herein as the "
Shares ").
2.2
Closings .
The closing for the issuance of the Effective Date Shares, Trigger
Shares and Phase 1 Shares (and any related Effective Date Balance
Shares, Trigger Balance Shares or Phase 1 Balance Shares,
respectively, required to be issued pursuant to the terms of the
Cooperation Agreement) or any Cash Payment (each, a "
Closing ")
shall take place at the offices of Skadden, Arps, Slate, Meagher
& Flom LLP, Four Times Square, New York, New York 10036-6522 on
the First Issue Date, the Trigger Date and the Phase 1 Completion
Date, respectively, or at such other time and place as the Company
and the Purchaser may agree (and with respect to the Effective Date
Balance Shares, Trigger Balance Shares and Phase 1 Balance Shares,
on such date as is required pursuant to the terms of the
Cooperation Agreement) (each a "
Closing Date ").
At each Closing (a) the Company shall deliver to the Purchaser an
updated capitalization table in the form of
Exhibit B with
respect to the ownership of the Company's capital stock at such
time and giving effect to the issuance of the Shares at such
Closing and (b) the Company shall deliver to the Purchaser one or
more certificates representing the Shares (in such denominations as
shall be specified in writing by the Purchaser) each of which shall
be registered in the name of the Purchaser or its
designee.
3.
Representations and Warranties of the Company
.
Except as disclosed in the Disclosure Schedules delivered
concurrently herewith (the "
Disclosure Schedules "),
the Company hereby makes the following representations and
warranties:
3.1
Corporate Status .
Each of the Company and its Significant Subsidiaries (a) has been
duly organized, and is validly existing and in good standing under
the laws of the jurisdiction of its organization and has the
requisite corporate or other, as applicable, power and authority to
own its property and assets and to transact the business in which
it is engaged and presently proposes to engage and (b) has duly
qualified to do business and is in good standing in each
jurisdiction where it is required to be so qualified and where the
failure to be so qualified would reasonably be expected to have a
Material Adverse Effect. Neither the Company nor any of its
Significant Subsidiaries is currently in violation of any of the
provisions of its Certificate of Incorporation or By-laws (or other
applicable charter documents), each as amended to
date.
3.2
Corporate Power and Authority .
All corporate action on the part of the Company, its officers,
directors and shareholders necessary for the authorization,
execution, delivery and performance of this Agreement, the
Cooperation Agreement and the Registration Rights Agreement and the
consummation of the transactions contemplated herein and therein
have been taken. This Agreement, the Cooperation Agreement and the
Registration Rights Agreement shall constitute the legal, valid and
binding obligation of the Company, enforceable against the Company,
in accordance with the respective terms of the agreements, except
as such may be limited by bankruptcy, insolvency, reorganization or
other laws affecting creditors' rights generally and by general
equitable principles. The Company has all requisite corporate power
and authority to enter into this Agreement, the Cooperation
Agreement and the Registration Rights Agreement and to carry out
and perform their obligations under the terms hereof and
thereof.
3.3
No Violation .
None of the execution, delivery and performance by the Company of
this Agreement, the Cooperation Agreement and the Registration
Rights Agreement, or compliance with the terms and provisions
hereof and thereof (a) will contravene any applicable provision of
any material law, statute, rule, regulation, order, writ,
injunction or decree of any court or Governmental Authority, (b)
will conflict with or result in any breach of, any of the terms,
covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien upon any of the material
property or assets of the Company or its Significant Subsidiaries
pursuant to the terms of, any indenture, mortgage, deed of trust,
agreement or other material instrument to which the Company or any
of its Significant Subsidiaries is a party or by which it or any of
its or their property or assets are bound or to which it may be
subject or result in the acceleration of any obligation of the
Company or (c) will violate any provision of the Certificate of
Incorporation or By-laws (or other applicable charter documents) of
the Company, each as amended to date.
3.4
Capitalization .
(a)
Section 3.4 of
the Disclosure Schedules discloses the number of authorized, issued
and outstanding shares of capital stock of the Company, and
outstanding warrants and options to purchase capital stock of the
Company as of the date hereof. As of the date hereof, 1,082,928
shares of Common Stock were reserved for future issuance pursuant
to outstanding options and up to 3,212,893 shares of Common Stock
were reserved for future issuance pursuant to outstanding warrants
issued by the Company, which excludes 9,144,037 shares of Common
Stock to be reserved for future issuance pursuant to warrants
expected to be issued on January 4, 2008. As of the date hereof, a
total of 10,072,722 additional shares of Common Stock were
authorized and reserved for future issuance pursuant to option and
other equity plans adopted or approved by the Company. As of the
date hereof, except as further disclosed in
Section 3.4 of
the Disclosure Schedules, there are no other outstanding options,
warrants, rights (including conversion or preemptive rights) or any
agreement for the purchase or acquisition from the Company of any
shares of the Company's capital stock or voting agreements with
respect to equity of the Company. All outstanding shares of the
capital stock of the Company have been duly authorized, validly
issued, fully paid and nonassessable. Except as disclosed in
Section 3.4 of
the Disclosure Schedules, there are no obligations, contingent or
otherwise, of the Company to repurchase, redeem or otherwise
acquire any shares of Common Stock or other equity securities of
the Company. Except as disclosed in
Section 3.4 of
the Disclosure Schedules, the issuance of the Shares will not
result in SkyTerra being obligated to issue, sell or purchase,
pursuant to any existing pre-emptive, anti-dilution, redemption or
other right of third parties, shares of Common Stock or other
securities to or from any Person (other than the Purchaser), and
will not result in a right of any holder of convertible or
contingent securities issued by Company to adjust the exercise,
conversion, exchange or reset price under such securities,
including, in any such case, pursuant to any "poison pill" or
shareholders rights plan. Except as disclosed in
Section 3.4 of
the Disclosure Schedules, there are no anti-dilution or price
adjustment provisions contained in any security issued by Company
(or in any agreement providing rights to security holders). None of
the outstanding shares of capital stock of Company were issued in
violation of the Securities Act or any state securities laws. There
are no voting rights for the Company's Non-Voting Common Stock that
are created pursuant to the Company's Certificate of Incorporation
or Bylaws, without regard to any contractual or other agreements
between Company and any holder of Non-Voting Common Stock. The only
voting rights for the Company's Non-Voting Common Stock are rights
that arise pursuant to the terms of the corporate laws of
Delaware.
(b)
Section 3.4 of
the Disclosure Schedules discloses the number of authorized, issued
and outstanding limited partnership units of MSV, and outstanding
warrants and options to purchase limited partnership units of MSV
as of the date hereof. As of the date hereof, 4,778,250 limited
partnership units were reserved for future issuance pursuant to
outstanding options, restricted shares/phantom units, and warrants
issued by MSV. As of the date hereof, 1,721,750 additional limited
partnership units were authorized and reserved for future issuance
pursuant to option and other equity plans adopted or approved by
MSV. As of the date hereof, except as disclosed in
Section 3.4 of
the Disclosure Schedules, there are no other outstanding options,
warrants, rights (including conversion or preemptive rights) or any
agreement for the purchase or acquisition from MSV or any
wholly-owned Subsidiary of any of MSV's limited partnership units
or voting agreements with respect to equity of MSV. All outstanding
limited partnership units of MSV have been duly authorized, validly
issued, fully paid and nonassessable. Except as disclosed in
Section 3.4 of
the Disclosure Schedules, there are no anti-dilution or price
adjustment provisions contained in any security issued by MSV (or
in any agreement providing rights to security holders). None of the
outstanding limited partnership units of MSV were issued in
violation of the Securities Act or any state securities
laws.
3.5
Valid Issuance of the Shares .
The Shares have been duly authorized and upon issuance pursuant to
the terms hereof (a) will be validly issued, fully paid and
nonassessable, (b) will not be subject to any preemptive rights or
any other similar contractual rights of the stockholders of the
Company or any other Person, and (c) will be delivered to the
Purchaser, free and clear of any Liens (defined for purposes hereof
without regard to the exceptions set forth in clauses (a) and (b)
of the definition of Lien) which are imposed by the Company, or
arise as a result of the Company's action or omission, other than
those transfer restrictions explicitly set forth in this Agreement
(including, without limitation,
Sections 4.4 ,
and
7.1 ).
3.6
Litigation .
Except as disclosed in
Section 3.6 of
the Disclosure Schedules, no actions, suits, claims, investigations
or proceedings are pending or, to the Company's knowledge,
threatened or reasonably likely to be asserted that would
reasonably be expected to have, individually or in the aggregate
(a) a Material Adverse Effect or (b) an adverse effect on the
rights or remedies of the Purchaser or on the ability of the
Company or its Significant Subsidiaries to perform their respective
obligations under the Transaction Documents. Except as disclosed
in
Section 3.6 of
the Disclosure Schedules, neither the Company, nor any of its
Significant Subsidiaries is a party to or named in or subject to
any order, writ, injunction, judgment or decree of any court or
Governmental Authority.
3.7
Approvals .
Assuming the accuracy of the Purchaser's representations and
warranties set forth in Section 4 below, except (a) in connection
with or in order to comply with the applicable provisions of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "
HSR Act ")
and, if necessary, similar foreign competition or Antitrust Laws,
(b) for any required filings and recordings which have been made
and are in full force and effect, (c) for the filing of a
registration statement with the SEC pursuant to the Registration
Rights Agreement and (d) for applicable blue sky notice filings, no
order, consent, approval, license, authorization or validation of,
or filing, recording or registration with, or exemption by, any
Person or Governmental Authority, is required to authorize or is
required for or as a condition to (i) the execution and delivery of
this Agreement, the Cooperation Agreement or the Registration
Rights Agreement or the consummation of the issuance and sale of
the Shares contemplated hereby or (ii) the legality, validity,
binding effect or enforceability of this Agreement, the Cooperation
Agreement or the Registration Rights Agreement. The execution and
delivery by the Company of this Agreement, the Cooperation
Agreement and the Registration Rights Agreement, and the issuance
of the Shares, do not require the consent or approval of the
security holders of the Common Stock or of any other
Person.
3.8
Conformity to Securities Act and Exchange Act; No Misstatement or
Omission .
Each of the SEC Reports as of the date it was filed with the SEC in
the case of the Exchange Act Reports or declared effective in the
case of the Registration Statements, complied in all material
respects with the applicable requirements of the Securities Act or
the Exchange Act (as applicable) and the respective rules and
regulations of the SEC thereunder and did not contain an untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading.
Since September 1, 2006, the Company has filed all reports,
schedules, forms, statements and other documents required to be
filed by it with the SEC pursuant to the reporting requirements of
the Exchange Act.
3.9
Financial Statements; Indebtedness .
(a)
Except
as disclosed in
Section 3.9(a) of
the Disclosure Schedules, the financial statements and supporting
schedules included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2006, and in the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2007 and in
any Registration Statements or other SEC Reports, in each case
filed with the SEC, present fairly, in all material respects, the
consolidated financial position of the Company and its Significant
Subsidiaries as of the dates specified and the consolidated results
of their operations and cash flows for the periods specified, in
each case, in conformity with GAAP applied on a consistent basis
during the periods involved, except as indicated therein or in the
notes thereto.
(b)
Except
for Indebtedness disclosed in
Section 3.9(b) of
the Disclosure Schedules and in the Company's Annual Report on Form
10-K for the year ended December 31, 2006, and in the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2007, the Company and the Significant Subsidiaries, taken as a
whole, have no Indebtedness outstanding at the date hereof. Neither
the Company nor any Significant Subsidiary are in default with
respect to any outstanding Indebtedness or any instrument relating
thereto, and no event has occurred, or facts and circumstances
exist, which, after passage of time, would result in such a
default.
3.10
Investment Company Act .
The Company is not an "investment company" or a company
"controlled" by an "investment company," within the meaning of the
Investment Company Act of 1940.
3.11
No Material Adverse Changes .
Since
September 30, 2007, (a) no event has occurred which has had, or
would reasonably be expected to have, a Material Adverse Effect;
(b) except as contemplated by this Agreement or as disclosed
in
Section 3.11(b) of
the Disclosure Schedules, there has been no transaction entered
into by the Company or any of its Significant Subsidiaries other
than transactions in the ordinary course of business or
transactions which would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on the
Company; (c) there have not been any changes in the Company's
authorized capital or Indebtedness or any increases in the
Indebtedness of the Company or its Significant Subsidiaries taken
as a whole, except as disclosed in
Section 3.11(c) of
the Disclosure Schedules; (d) there has been no actual or, to the
knowledge of the Company, threatened revocation of, or default
under, any contract to which the Company or any of its Significant
Subsidiaries is a party, except as would not reasonably be expected
to have a Material Adverse Effect; (e) except as disclosed
in
Section 3.11(e) of
the Disclosure Schedules, there have not been any amendments or
changes in the charter documents or by-laws of the Company or the
Significant Subsidiaries; (f) except as disclosed in
Section 3.11(f) of
the Disclosure Schedules, there has not been any entry into an
amendment of, relinquishment, termination or non-renewal by the
Company or the Significant Subsidiaries of any material contract,
license, lease, transaction, commitment or other right or
obligation, other than in the ordinary course of business,
consistent with past practice; and (g) there has not been any
transfer or grant of a right with respect to the Intellectual
Property owned or licensed by the Company or its Significant
Subsidiaries, except as among the Company and the Significant
Subsidiaries which would not materially impact the Company's
business plans.
3.12
Tax Returns and Payments .
Except as would not reasonably be expected to have a Material
Adverse Effect, (a) each of the Company and its Significant
Subsidiaries has filed all U.S. federal income tax returns and
other material domestic and foreign tax returns and reports
required to be filed by it, all such returns and reports are true
and correct to the best of the Company's knowledge, and each of the
Company and its Significant Subsidiaries has paid all taxes and
other assessments shown due on such returns and reports; (b) there
is no pending or, to the knowledge of the Company, threatened
non-routine examination, investigation, audit, suit, action, claim
or proceeding relating to taxes of the Company or any of its
Significant Subsidiaries; (c) none of the Company or any of its
Significant Subsidiaries have received written notice of a
determination by any taxing authority that any material tax amounts
are owed by the Company or any of its Significant Subsidiaries,
which determination has not been paid, compromised, or otherwise
finally disposed of, and, to the knowledge of the Company, no such
determination is proposed or threatened; and (d) there are no
material liens arising from or related to taxes on or pending
against the Company or any of its Significant Subsidiaries, or any
of their properties, other than statutory liens for taxes that are
not yet due and payable.
3.13
Significant Subsidiaries .
As of the respective Closing Date, the Company has no directly or
indirectly held Significant Subsidiary other than those disclosed
in
Section 3.13 of
the Disclosure Schedules. Each of the Company and its Significant
Subsidiaries has good title to all of the shares (or other equity
interests) it purports to own of the stock of each Significant
Subsidiary, free and clear in each case of any Lien (defined for
purposes hereof without regard to the exceptions contained in (a)
and (b) of the definition of Lien). All such shares have been duly
authorized, validly issued and are fully paid and nonassessable. As
of the Closing Date, the Company is not party to any joint venture
or similar arrangement, except as disclosed in
Section 3.13 of
the Disclosure Schedule.
3.14
Properties .
Except as disclosed in
Section 3.14 of
the Disclosure Schedules, the Company and each of its Significant
Subsidiaries owns its properties and assets, free and clear of all
Liens. With respect to leased property and assets, the Company and
its Significant Subsidiaries are in material compliance with such
leases and hold a valid leasehold interest, free of any Liens,
except as would not reasonably be expected to have a Material
Adverse Effect.
3.15
Regulatory Matters .
(a)
Authorizations .
Section 3.15(a) of
the Disclosure Schedules lists all material Federal Communications
Commission ("
FCC "),
state public utility commission ("
PUC ")
and foreign regulatory authority permits, licenses, certificates,
registrations and other similar material authorizations held by the
Company and its Significant Subsidiaries (collectively, the
"
Authorizations ").
Except as disclosed in
Section 3.15(a)(ii) of
the Disclosure Schedules, the Authorizations consist of all such
authorizations necessary or appropriate for the conduct of the
business of the Company and its Significant Subsidiaries as it is
currently being conducted. The Company and its Significant
Subsidiaries have maintained and kept in force and effect, and have
applied in a timely manner for renewal of all such Authorizations.
Except as disclosed in
Section 3.15(a)(ii) of
the Disclosure Schedules, the Company and its Significant
Subsidiaries are in
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