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200209214
<br />(b) Except as sm fats in Section SOS and for changes after November l0. 1000 mulling from the
<br />exrnriu of employee or director stock options issued punuam to Company Plant or Director Plans in existence
<br />m such data and the purchase of Shoes pursuant to the ESPP, there are no outstanding (i) shares of capital
<br />stock or voting seemitia of the Company. (u) securitiea of the Company convertible into or exchangeable fm
<br />shares of capital sock or voting securities of the Company or (tai) options or other rights to acquire firm the
<br />Company or other obligation of the Company to issue, any capital sock, voting securities or securities
<br />convertible into or exchangeable for capita stock or voting secamies of the Company (tint items in clauses (i),
<br />(ii)�md (its) being referred to collectively as the "Company Securities "). There are on outstanding obligations
<br />of the Company or any of its Subsidiaries to repurchase. redeem or otherwise acquire any of the Company
<br />Senuities.
<br />Swnon 3.06. Subsidimfet (a) Each Subsidiary of the Company is a corporation duly incorporated,
<br />validly existing and in good sending under the laws of its jurisdiction of i000rpostaoo• hu all corporate
<br />powers and all governmental licenses, ambo ormuoos, permits, consents and approvals required to carry on its
<br />businma as anon conducted, except for throe homaes, authorizations, permits, commas and approvals the
<br />absence of which would not have, individually a in the aggregate, a Material Adverse Effect on the Company.
<br />Each such Subsidiary is duly qualified to do busies u a fareipu corporation and is in good standing in each
<br />jurisdiction where such qualification is nsassary, except fa Wale jmisdicums white fail= to be so qualified
<br />would ooh. individually or in We aggregate, have a Mamiial Adverse Effect on the Company. All Subsidiarin
<br />of the Company and their respective junsdictiom of incorporation am identified in Section 5.06(a) of the
<br />Company Disclosure Scbedule.
<br />(b) All of We outstanding capital stock of. or other voting securities or ownership interests in, each
<br />Subsidiary of the Company. are owned by the Company. disatly or indirectly. five and clear of sty lima and
<br />free of sty other limmu m err restriction (including soy restriction on the ngheo vote, sell or otherwise
<br />dispose of such capita stock or other voting senaitim or ownership mknmb). There an, an outstanding (1)
<br />securities of the Company or cosy of its Subsidiaries convertible into or exchangeable for shwa of capital stock
<br />or orb= voting saomitiea or ownership mtereas in my Subadiry, of the Company or (u) options or other right
<br />to acquire firm the Company or any of its Subsidiaries, or other obligation of the Company or my of is
<br />Subsidiaries to wine, soy capital sick or other voting securities or ownership ioaerw in, or any securities
<br />convertible into in exchangeable for any capital sock or older voting eeatridas or ownership mame s in. my
<br />Subsidiary of We Company (the m ms in clantea (i) and (u) being referred to collectively as We "Company,
<br />Subsidiary Securities"). Thera are on outstanding obligations, of the Company or my of is Subaimaries to
<br />repurchase, redeem or oWerwiae acquire soy of the Company Subsidiary Securities
<br />Srrnor 5.07. SEC Fillings. (a) The Company has delivered to Par ent (i) the Company's Annual Reports
<br />on Prom 10-K for its final years ended December 31. 1998 and 1999. (u) its gaarmily report on Form IOQ
<br />for is fiscal quarters ended March 31, 1000 and 3ume A MM, (its) its proxy, or information statements relating
<br />to meetings of. or actions taken without a meeting by, the shareholders of the Company held since December
<br />31. 1999. and (iv) aO of its other repona, testaments, Nhad•w and registration satemants filed with the SEC
<br />since December 31. 1999 (the documents referred to in this Section 5.07(a), collectively, the "Company SEC
<br />tro.,.,,,. ms ").
<br />(b) As of the filing data (at if amended, as of the date of We bar such amendment) each Company SEC
<br />Document complied as to farm in all mammal impacts with the applicable regdameno of the 1933 Act and
<br />the 1934 Act, as applicable.
<br />(c) As of its filing data (or, if amended, as of the due of We but such amendment), each Company SEC
<br />Document filed pmmant to the 1934 Act did not and each such Company SEC Document filed subsequent in
<br />the date based will era, atom my owe mammrst of a -aerial fact or omit in mare a --mind fact
<br />necessary, in order to make do su emenb made thmem, in the light of the airaammom under which they
<br />were made, not misleading.
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