Exhibit 10-e
STANDBY EQUITY DISTRIBUTION AGREEMENT
-------------------------------------
THIS AGREEMENT dated as of the 1st day of August 2005 (the
"Agreement") between CORNELL CAPITAL
PARTNERS, LP, a Delaware limited
partnership (the "Investor"), and GLOBAL
CONCEPTS, LTD., a corporation
organized and existing under the laws of
the State of Colorado (the
"Company").
WHEREAS, the parties desire that, upon the terms and subject to
the
conditions contained herein, the Company
shall issue and sell to the
Investor, from time to time as provided
herein, and the Investor shall
purchase from the Company up to Five
Million Dollars
($5,000,000) of the
Company's common stock, no par value per
share (the "Common Stock"); and
WHEREAS, such investments will be made in reliance upon the
provisions of Regulation D ("Regulation D")
of the Securities Act of 1933,
as amended, and the regulations promulgated
thereunder (the "Securities
Act"), and or upon such other exemption
from the registration requirements
of the Securities Act as may be available
with respect to any or all of the
investments to be made hereunder.
WHEREAS, the Company has engaged Newbridge Securities
Corporation (the "Placement Agent"), to act
as the Company's exclusive
placement agent in connection with the sale
of the Company's Common Stock
to the Investor hereunder pursuant to the
Placement Agent Agreement dated
the date hereof by and among the Company,
the Placement Agent and the
Investor (the "Placement Agent
Agreement").
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I.
Certain Definitions
Section 1.1.
"Advance" shall mean the portion of the Commitment
Amount requested by the Company in the
Advance Notice.
Section 1.2.
"Advance Date" shall mean the date the David
Gonzalez Attorney Trust Account is in
receipt of the funds from the
Investor and David Gonzalez, Esq., is in
possession of free trading shares
from the Company and therefore an Advance
by the Investor to the Company
can be made and David Gonzalez, Esq. can
release the free trading shares to
the Investor. The Advance Date shall be the
first (1st) Trading Day after
expiration of the applicable Pricing Period
for each Advance.
Section 1.3.
"Advance Notice" shall mean a written notice to the
Investor setting forth the Advance amount
that the Company requests from
the Investor and the Advance Date.
Section 1.4.
"Advance Notice Date" shall mean each date the
Company delivers to the Investor an Advance
Notice requiring the Investor
to advance funds to the Company, subject to
the terms of this Agreement.
No Advance Notice Date shall be less than
five (5) Trading Days after the
prior Advance Notice Date.
Section 1.5. "Bid
Price" shall mean, on any date, the closing
bid price (as reported by Bloomberg L.P.)
of the Common Stock on the
Principal Market or if the Common Stock is
not traded on a Principal
Market, the highest reported bid price for
the Common Stock, as furnished
by the National Association of Securities
Dealers, Inc.
Section 1.6.
"Closing" shall mean one of the closings of a
purchase and sale of Common Stock pursuant
to Section 2.3.
Section 1.7.
"Commitment Amount" shall mean the aggregate amount
of up to Five Million Dollars ($5,000,000)
which the Investor has agreed to
provide to the Company in order to purchase
the Company's Common Stock
pursuant to the terms and conditions of
this Agreement.
Section 1.8.
"Commitment Period" shall mean the period
commencing on the earlier to occur of (i)
the Effective Date, or (ii) such
earlier date as the Company and the
Investor may mutually agree in writing,
and expiring on the earliest to occur of
(x) the date on which the Investor
shall have made payment of Advances
pursuant to this Agreement in the
aggregate amount of Five Million
Dollars ($5,000,000),
(y) the date this
Agreement is terminated pursuant to Section
2.4, or (z) the date occurring
twenty-four (24) months after the Effective
Date.
Section 1.9.
"Common Stock" shall mean the Company's common
stock, no par value per share.
Section 1.10.
"Condition Satisfaction Date" shall have the
meaning set forth in Section 7.2.
Section 1.11. "Damages"
shall mean any loss, claim, damage,
liability, costs and expenses (including,
without limitation, reasonable
attorney's fees and disbursements and costs
and expenses of expert
witnesses and investigation).
Section 1.12.
"Effective Date" shall mean the date on which the
SEC first declares effective a Registration
Statement registering the
resale of the Registrable Securities as set
forth in Section 7.2(a).
Section 1.13. "Escrow
Agreement" shall mean the escrow agreement
among the Company, the Investor, and David
Gonzalez, Esq., dated the date
hereof.
Section 1.14. "Exchange
Act" shall mean the Securities Exchange
Act of 1934, as amended, and the rules and
regulations promulgated
thereunder.
Section 1.15. "Material
Adverse Effect" shall mean any condition,
circumstance, or situation that would
prohibit or otherwise materially
interfere with the ability of the Company
to enter into and perform any of
its obligations under this Agreement or the
Registration Rights Agreement
in any material respect.
Section 1.16. "Market
Price" shall mean the lowest VWAP of the
Common Stock during the Pricing Period.
Section 1.17. "Maximum
Advance Amount" shall be Two Hundred Fifty
Thousand Dollars ($250,000) per Advance
Notice.
Section 1.18. "NASD"
shall mean the National Association of
Securities Dealers, Inc.
Section 1.19. "Person"
shall mean an individual, a corporation, a
partnership, an association, a trust or
other entity or organization,
including a government or political
subdivision or an agency or
instrumentality thereof.
Section 1.20.
"Placement Agent" shall
mean Newbridge Securities
Corporation, a registered
broker-dealer.
Section 1.21. "Pricing
Period" shall mean the five (5)
consecutive Trading Days after the Advance
Notice Date.
Section 1.22.
"Principal Market" shall mean the Nasdaq National
Market, the Nasdaq SmallCap Market, the
American Stock Exchange, the OTC
Bulletin Board or the New York Stock
Exchange, whichever is at the time the
principal trading exchange or market for
the Common Stock.
Section 1.23. "Purchase
Price" shall be set at ninety five
percent (95%) of the Market Price during
the Pricing Period.
Section 1.24.
"Registrable Securities" shall mean the shares of
Common Stock to be issued hereunder (i) in
respect of which the
Registration Statement has not been
declared effective by the SEC, (ii)
which have not been sold under
circumstances meeting all of the applicable
conditions of Rule 144 (or any similar
provision then in force) under the
Securities Act ("Rule 144") or (iii) which
have not been otherwise
transferred to a holder who may trade such
shares without restriction under
the Securities Act, and the Company has
delivered a new certificate or
other evidence of ownership for such
securities not bearing a restrictive
legend.
Section 1.25.
"Registration Rights Agreement" shall mean the
Registration Rights Agreement dated the
date hereof, regarding the filing
of the Registration Statement for the
resale of the Registrable Securities,
entered into between the Company and the
Investor.
Section 1.26.
"Registration Statement" shall mean a registration
statement on Form S-1 or SB-2 (if use of
such form is then available to the
Company pursuant to the rules of the SEC
and, if not, on such other form
promulgated by the SEC for which the
Company then qualifies and which
counsel for the Company shall deem
appropriate, and which form shall be
available for the resale of the Registrable
Securities to be registered
thereunder in accordance with the
provisions of this Agreement and the
Registration Rights Agreement, and in
accordance with the intended method
of distribution of such securities), for
the registration of the resale by
the Investor of the Registrable Securities
under the Securities Act.
Section 1.27.
"Regulation D" shall have the meaning set forth in
the recitals of this Agreement.
Section 1.28. "SEC"
shall mean the Securities and Exchange Commission.
Section 1.29.
"Securities Act" shall have the meaning set forth
in the recitals of this Agreement.
Section 1.30. "SEC
Documents" shall mean Annual Reports on Form
10-KSB, Quarterly Reports on Form 10-QSB,
Current Reports on Form 8-K and
Proxy Statements of the Company as
supplemented to the date hereof, filed
by the Company for a period of at least
twelve (12) months immediately
preceding the date hereof or the Advance
Date, as the case may be, until
such time as the Company no longer has an
obligation to maintain the
effectiveness of a Registration Statement
as set forth in the Registration
Rights Agreement.
Section 1.31. "Trading
Day" shall mean any day during which the
New York Stock Exchange shall be open for
business.
Section 1.32. "VWAP"
shall mean the volume weighted average price
of the Company's Common Stock as quoted by
Bloomberg, LP.
ARTICLE II.
Advances
Section 2.1.
Investments.
(a) Advances.
Upon the terms and
conditions set forth herein
(including, without limitation, the
provisions of Article VII hereof), on
any Advance Notice Date the Company may
request an Advance by the Investor
by the delivery of an Advance Notice.
The number of shares
of Common Stock
that the Investor shall receive for each
Advance shall be determined by
dividing the amount of the Advance by the
Purchase Price. No
fractional
shares shall be issued. Fractional shares
shall be rounded to the next
higher whole number of shares. The aggregate maximum amount of
all
Advances that the Investor shall be
obligated to make under this Agreement
shall not exceed the Commitment Amount.
Section 2.2.
Mechanics.
(a) Advance
Notice. At any time
during the Commitment
Period, the Company may deliver an Advance
Notice to the Investor, subject
to the conditions set forth in Section 7.2;
provided, however, the amount
for each Advance as designated by the
Company in the applicable Advance
Notice, shall not be more than the Maximum
Advance Amount. The
aggregate
amount of the Advances pursuant to this
Agreement shall not exceed the
Commitment Amount. The Company acknowledges that the
Investor may sell
shares of the Company's Common Stock
corresponding with a particular
Advance Notice on the day the Advance
Notice is received by the Investor.
There shall be a minimum of five (5)
Trading Days between each Advance
Notice Date.
(b) Date of
Delivery of Advance Notice. An Advance Notice
shall be deemed delivered on (i) the
Trading Day it is received by
facsimile or otherwise by the Investor if
such notice is received prior to
12:00 noon Eastern Time, or (ii) the
immediately succeeding Trading Day if
it is received by facsimile or otherwise
after 12:00 noon Eastern Time on a
Trading Day or at any time on a day which
is not a Trading Day.
No Advance
Notice may be deemed delivered on a day
that is not a Trading Day.
Section 2.3.
Closings. On each
Advance Date, which shall be the
first (1st) Trading Day after expiration of
the applicable Pricing Period
for each Advance, (i) the Company shall
deliver to David Gonzalez, Esq.
(the "Escrow Agent") shares of the
Company's Common Stock, representing the
amount of the Advance by the Investor
pursuant to Section 2.1 herein,
registered in the name of the Investor
which shall be delivered to the
Investor, or otherwise in accordance with
the Escrow Agreement and (ii) the
Investor shall deliver to Escrow Agent the
amount of the Advance specified
in the Advance Notice by wire transfer of
immediately available funds which
shall be delivered to the Company, or
otherwise in accordance with the
Escrow Agreement. In addition, on or prior to the
Advance Date, each of
the Company and the Investor shall deliver
to the other through the
Investor's counsel, all documents,
instruments and writings required to be
delivered by either of them pursuant to
this Agreement in order to
implement and effect the transactions
contemplated herein.
Payment of
funds to the Company and delivery of the
Company's Common Stock to the
Investor shall occur in accordance with the
conditions set forth above and
those contained in the Escrow Agreement;
provided, however, that to the
extent the Company has not paid the fees,
expenses, and disbursements of
the Investor, the Investor's counsel, or
the Company's counsel in
accordance with Section 12.4, the amount of
such fees, expenses, and
disbursements may be deducted by the
Investor (and shall be paid to the
relevant party) from the amount of the
Advance with no reduction in the
amount of shares of the Company's Common
Stock to be delivered on such
Advance Date.
Section 2.4.
Termination of Investment. The obligation of the
Investor to make an Advance to the Company
pursuant to this Agreement shall
terminate permanently (including with
respect to an Advance Date that has
not yet occurred) in the event that (i)
there shall occur any stop order or
suspension of the effectiveness of the
Registration Statement for an
aggregate of fifty (50) Trading Days, other
than due to the acts of the
Investor, during the Commitment Period, or
(ii) the Company shall at any
time fail materially to comply with the
requirements of Article VI and such
failure is not cured within thirty (30)
days after receipt of written
notice from the Investor, provided,
however, that this termination
provision shall not apply to any period
commencing upon the filing of a
post-effective amendment to such
Registration Statement and ending upon the
date on which such post effective amendment
is declared effective by the
SEC.
Section 2.5.
Agreement to Advance Funds. The Investor agrees to
advance the amount specified in the Advance
Notice to the Company after the
completion of each of the following
conditions and the other conditions set
forth in this Agreement:
(a) the execution and
delivery by the Company, and the
Investor, of this Agreement and the
Exhibits hereto;
(b) The Escrow Agent
shall have received the shares of Common
Stock applicable to the Advance in
accordance with Section 2.3. Such
shares shall be free of restrictive
legends.
(c) the Company's
Registration Statement with respect to the
resale of the Registrable Securities in
accordance with the terms of the
Registration Rights Agreement shall have
been declared effective by the
SEC;
(d) the Company shall
have obtained all material permits and
qualifications required by any applicable
state for the offer and sale of
the Registrable Securities, or shall have
the availability of exemptions
therefrom. The sale and issuance of the
Registrable Securities shall be
legally permitted by all laws and
regulations to which the Company is
subject;
(e) the Company shall
have filed with the Commission in a
timely manner all reports, notices and
other documents required of a
"reporting company" under the Exchange Act
and applicable Commission
regulations;
(f) the fees as set
forth in Section 12.4 below shall have
been paid or can be withheld as provided in
Section 2.3; and
(g) the conditions set
forth in Section 7.2 shall have been
satisfied.
(h) the Company shall
have provided to the Investor an
acknowledgement, from the Company's
independent certified public
accountants as to its ability to provide
all consents required in order to
file a registration statement in connection
with this transaction;
(i) The Company's
transfer agent shall be DWAC eligible.
Section 2.6. Lock
Up Period. On the date
hereof, the Company
shall obtain from each officer and director
a lock-up agreement, as defined
below, in the form annexed hereto as
Schedule 2.6 agreeing to only sell in
compliance with the volume limitation of
Rule 144.
Section 2.7. Hardship. In the event the Investor sells
shares
of the Company's Common Stock after receipt
of an Advance Notice and the
Company fails to perform its obligations as
mandated in Section 2.3, and
specifically the Company fails to deliver
to the Escrow Agent on the
Advance Date the shares of Common Stock
corresponding to the applicable
Advance, the Company acknowledges that the
Investor shall suffer financial
hardship and therefore shall be liable for
any and all losses, commissions,
fees, or financial hardship caused to the
Investor.
ARTICLE III.
Representations and Warranties of Investor
Investor hereby represents and warrants to, and agrees with,
the
Company that the following are true and
correct as of the date hereof and
as of each Advance Date:
Section 3.1.
Organization and Authorization. The Investor is
duly incorporated or organized and validly
existing in the jurisdiction of
its incorporation or organization and has
all requisite power and authority
to purchase and hold the securities
issuable hereunder.
The decision to
invest and the execution and delivery of
this Agreement by such Investor,
the performance by such Investor of its
obligations hereunder and the
consummation by such Investor of the
transactions contemplated hereby have
been duly authorized and requires no other
proceedings on the part of the
Investor. The undersigned has the right,
power and authority to execute
and deliver this Agreement and all other
instruments (including, without
limitations, the Registration Rights
Agreement), on behalf of the Investor.
This Agreement has been duly executed and
delivered by the Investor and,
assuming the execution and delivery hereof
and acceptance thereof by the
Company, will constitute the legal, valid
and binding obligations of the
Investor, enforceable against the Investor
in accordance with its terms.
Section 3.2.
Evaluation of Risks.
The Investor has such
knowledge and experience in financial, tax
and business matters as to be
capable of evaluating the merits and risks
of, and bearing the economic
risks entailed by, an investment in the
Company and of protecting its
interests in connection with this
transaction. It
recognizes that its
investment in the Company involves a high
degree of risk.
Section 3.3. No
Legal Advice From the Company. The Investor
acknowledges that it had the opportunity to
review this Agreement and the
transactions contemplated by this Agreement
with his or its own legal
counsel and investment and tax advisors.
The Investor is
relying solely on
such counsel and advisors and not on any
statements or representations of
the Company or any of its representatives
or agents for legal, tax or
investment advice with respect to this
investment, the transactions
contemplated by this Agreement or the
securities laws of any jurisdiction.
Section 3.4.
Investment Purpose. The securities are being
purchased by the Investor for its own
account, and for investment purposes.
The Investor agrees not to assign or in any
way transfer the Investor's
rights to the securities or any interest
therein and acknowledges that the
Company will not recognize any purported
assignment or transfer except in
accordance with applicable Federal and
state securities laws.
No other
person has or will have a direct or
indirect beneficial interest in the
securities. The Investor agrees not to sell,
hypothecate or otherwise
transfer the Investor's securities unless
the securities are registered
under Federal and applicable state
securities laws or unless, in the
opinion of counsel satisfactory to the
Company, an exemption from such laws
is available.
Section 3.5.
Accredited Investor.
The Investor is an
"Accredited Investor" as that term is
defined in Rule 501(a)(3) of
Regulation D of the Securities Act.
Section 3.6.
Information. The
Investor and its advisors (and
its counsel), if any, have been furnished
with all materials relating to
the business, finances and operations of
the Company and information it
deemed material to making an informed
investment decision.
The Investor
and its advisors, if any, have been
afforded the opportunity to ask
questions of the Company and its
management. Neither
such inquiries nor
any other due diligence investigations
conducted by such Investor or its
advisors, if any, or its representatives
shall modify, amend or affect the
Investor's right to rely on the Company's
representations and warranties
contained in this Agreement. The Investor understands that its
investment
involves a high degree of risk.
The Investor is in a
position regarding
the Company, which, based upon employment,
family relationship or economic
bargaining power, enabled and enables such
Investor to obtain information
from the Company in order to evaluate the
merits and risks of this
investment. The Investor has sought such
accounting, legal and tax advice,
as it has considered necessary to make an
informed investment decision with
respect to this transaction.
Section 3.7.
Receipt of Documents. The Investor and its counsel
have received and read in their entirety:
(i) this Agreement and
the
Exhibits annexed hereto; (ii) all due
diligence and other information
necessary to verify the accuracy and
completeness of such representations,
warranties and covenants; (iii) the
Company's Form 10-KSB for the year
ended December 31, 2004 and Form 10-QSB for
the period ended March 31,
2005; and (iv) answers to all questions the
Investor submitted to the
Company regarding an investment in the
Company; and the Investor has relied
on the information contained therein and
has not been furnished any other
documents, literature, memorandum or
prospectus.
Section 3.8.
Registration Rights Agreement and Escrow Agreement.
The parties have entered into the
Registration Rights Agreement and the
Escrow Agreement, each dated the date
hereof.
Section 3.9. No
General Solicitation.
Neither the Company, nor
any of its affiliates, nor any person
acting on its or their behalf, has
engaged in any form of general solicitation
or general advertising (within
the meaning of Regulation D under the
Securities Act) in connection with
the offer or sale of the shares of Common
Stock offered hereby.
Section 3.10. Not an
Affiliate. The
Investor is not an officer,
director or a person that directly, or
indirectly through one or more
intermediaries, controls or is controlled
by, or is under common control
with the Company or any "Affiliate" of the
Company (as that term is defined
in Rule 405 of the Securities Act).
Section 3.11. Trading
Activities. The
Investor's trading
activities with respect to the Company's
Common Stock shall be in
compliance with all applicable federal and
state securities laws, rules and
regulations and the rules and regulations
of the Principal Market on which
the Company's Common Stock is listed or
traded. Neither the Investor nor
its affiliates has an open short position
in the Common Stock of the
Company, the Investor agrees that it shall
not, and that it will cause its
affiliates not to, engage in any short
sales of or hedging transactions
with respect to the Common Stock, provided
that the Company acknowledges
and agrees that upon receipt of an Advance
Notice the Investor has the
right to sell the shares to be issued to
the Investor pursuant to the
Advance Notice during the applicable
Pricing Period.
ARTICLE IV.
Representations and Warranties of the Company
Except as stated below, on the disclosure schedules attached
hereto
or in the SEC Documents (as defined
herein), the Company hereby represents
and warrants to, and covenants with, the
Investor that the following are
true and correct as of the date hereof:
Section 4.1.
Organization and Qualification. The Company is
duly incorporated or organized and validly
existing in the jurisdiction of
its incorporation or organization and has
all requisite corporate power to
own its properties and to carry on its
business as now being conducted.
Each of the Company and its subsidiaries is
duly qualified as a foreign
corporation to do business and is in good
standing in every jurisdiction in
which the nature of the business conducted
by it makes such qualification
necessary, except to the extent that the
failure to be so qualified or be
in good standing would not have a Material
Adverse Effect on the Company
and its subsidiaries taken as a whole.
Section 4.2.
Authorization, Enforcement, Compliance with Other
Instruments. (i) The Company has the requisite
corporate power and
authority to enter into and perform this
Agreement, the Registration Rights
Agreement, the Escrow Agreement, the
Placement Agent Agreement and any
related agreements, in accordance with the
terms hereof and thereof, (ii)
the execution and delivery of this
Agreement, the Registration Rights
Agreement, the Escrow Agreement, the
Placement Agent Agreement and any
related agreements by the Company and the
consummation by it of the
transactions contemplated hereby and
thereby, have been duly authorized by
the Company's Board of Directors and no
further consent or authorization is
required by the Company, its Board of
Directors or its stockholders,
(iii) this Agreement, the Registration
Rights Agreement, the Escrow
Agreement, the Placement Agent Agreement
and any related agreements have
been duly executed and delivered by the
Company, (iv) this Agreement, the
Registration Rights Agreement, the Escrow
Agreement, the Placement Agent
Agreement and assuming the execution and
delivery thereof and acceptance by
the Investor and any related agreements
constitute the valid and binding
obligations of the Company enforceable
against the Company in accordance
with their terms, except as such
enforceability may be limited by general
principles of equity or applicable
bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws
relating to, or affecting
generally, the enforcement of creditors'
rights and remedies.
Section 4.3.
Capitalization. As of
the date hereof, the
authorized capital stock of the Company
consists of 500,000,000 shares of
Common Stock, no par value per share and
5,000,000 shares of Preferred
Stock, no par value per share ("Preferred
Stock"), of which 97,716,454
shares of Common Stock and no shares of
Preferred Stock were issued and
outstanding. All of such outstanding shares
have been validly issued and
are fully paid and nonassessable.
Except as disclosed in
the SEC
Documents, no shares of Common Stock are
subject to preemptive rights or
any other similar rights or any liens or
encumbrances suffered or permitted
by the Company. Except as disclosed in the SEC
Documents, as of the date
hereof, (i) there are no outstanding
options, warrants, scrip, rights to
subscribe to, calls or commitments of any
character whatsoever relating to,
or securities or rights convertible into,
any shares of capital stock of
the Company or any of its subsidiaries, or
contracts, commitments,
understandings or arrangements by which the
Company or any of its
subsidiaries is or may become bound to
issue additional shares of capital
stock of the Company or any of its
subsidiaries or options, warrants,
scrip, rights to subscribe to, calls or
commitments of any character
whatsoever relating to, or securities or
rights convertible into, any
shares of capital stock of the Company or
any of its subsidiaries, (ii)
there are no outstanding debt securities
(iii) there are no outstanding
registration statements other than on Form
S-8 and (iv) there are no
agreements or arrangements under which the
Company or any of its
subsidiaries is obligated to register the
sale of any of their securities
under the Securities Act (except pursuant
to the Registration Rights
Agreement). There are no securities or
instruments containing anti-
dilution or similar provisions that will be
triggered by this Agreement or
any related agreement or the consummation
of the transactions described
herein or therein. The Company has furnished to the
Investor true and
correct copies of the Company's Certificate
of Incorporation, as amended
and as in effect on the date hereof (the
"Certificate of Incorporation"),
and the Company's By-laws, as in effect on
the date hereof (the "By-laws"),
and the terms of all securities convertible
into or exercisable for Common
Stock and the material rights of the
holders thereof in respect thereto.
Section 4.4. No
Conflict. The
execution, delivery and
performance of this Agreement by the
Company and the consummation by the
Company of the transactions contemplated
hereby will not (i) result in a
violation of the Certificate of
Incorporation, any certificate of
designations of any outstanding series of
preferred stock of the Company or
By-laws or (ii) conflict with or constitute
a default (or an event which
with notice or lapse of time or both would
become a default) under, or give
to others any rights of termination,
amendment, acceleration or
cancellation of, any agreement, indenture
or instrument to which the
Company or any of its subsidiaries is a
party, or result in a violation of
any law, rule, regulation, order, judgment
or decree (including federal and
state securities laws and regulations and
the rules and regulations of the
Principal Market on which the Common Stock
is quoted) applicable to the
Company or any of its subsidiaries or by
which any material property or
asset of the Company or any of its
subsidiaries is bound or affected and
which would cause a Material Adverse
Effect. Except as
disclosed in the
SEC Documents, neither the Company nor its
subsidiaries is in violation of
any term of or in default under its
Articles of Incorporation or By-laws or
their organizational charter or by-laws,
respectively, or any material
contract, agreement, mortgage,
indebtedness, indenture, instrument,
judgment, decree or order or any statute,
rule or regulation applicable to
the Company or its subsidiaries.
The business of the
Company and its
subsidiaries is not being conducted in
violation of any material law,
ordinance, regulation of any governmental
entity. Except as
specifically
contemplated by this Agreement and as
required under the Securities Act and
any applicable state securities laws, the
Company is not required to obtain
any consent, authorization or order of, or
make any filing or registration
with, any court or governmental agency in
order for it to execute, deliver
or perform any of its obligations under or
contemplated by this Agreement
or the Registration Rights Agreement in
accordance with the terms hereof or
thereof. All consents, authorizations,
orders, filings and registr
