|JONES LANG LASALLE INC filed this Form S-1/A on 07/15/1997|
a party or by which it is bound, (iv) result in the creation of any encumbrance
or charge upon any of the Corporation's assets or (v) violate any order,
judgment, injunction, award or decree applicable to the Corporation of any
court, arbitrator or governmental or regulatory body.
3.3 This Agreement constitutes the valid and legally binding
obligation of the Corporation, enforceable against the Corporation in accordance
with its terms, except to the extent that its enforceability may be limited by
applicable bankruptcy, insolvency, reorganization or other laws affecting the
enforcement of creditors' rights generally and by principles of equity regarding
the availability of remedies.
3.4 The Securities, when issued and delivered pursuant to this
Agreement, will be validly issued, fully paid and nonassessable.
3.5 The authorized capital stock of the Corporation consists solely
of (a) 100,000,000 shares of Common Stock, of which 16,200,000 shares will be
issued and outstanding upon consummation of the IPO, and (b) 10,000,000 shares
of Preferred Stock, none of which will be issued and outstanding upon
consummation of the IPO.
Section 4. Representations and Warranties of Each Purchaser. Each
Purchaser, severally but not jointly, represents and warrants to the other
parties hereto that:
4.1 Such Purchaser has full legal right, power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement do not, and
the performance of this Agreement in accordance with its terms will not, (i)
violate or conflict with any law, rule or regulation applicable to such
Purchaser, (ii) violate or conflict with the limited partnership agreement,
certificate of incorporation, bylaws or limited liability agreement, as
applicable, of such Purchaser, (iii) violate or conflict with or result in the
breach of any contract, agreement, instrument, lease or license to which such
Purchaser is a party or by which such Purchaser is bound, (iv) result in the
creation of any encumbrance or charge upon the general or limited partnership
interests in LPL and LPML held by such Purchaser or (v) violate any order,
judgment, injunction, award or decree applicable to such Purchaser of any court,
arbitrator or governmental or regulatory body.
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