OR DELISTING OF THE COMMON STOCK, AND THE COMPANY HAS NO REASON TO
BELIEVE THAT THE COMMON STOCK WILL NOT CONTINUE TO BE SO LISTED.
THE COMMON
STOCK HAS NEVER BEEN DELISTED OR SUSPENDED FROM LISTING OR TRADING BY THE
TRADING MARKET.
4.21
PRODUCT WARRANTY; PRODUCT LIABILITY.
EACH
PRODUCT BEING MANUFACTURED BY THE COMPANY AND ITS SUBSIDIARIES IS BEING
MANUFACTURED IN CONFORMITY WITH ALL PRODUCT SPECIFICATIONS.
NEITHER THE COMPANY
NOR ANY SUBSIDIARY HAS ANY LIABILITY FOR DAMAGES CAUSED BY USE OF ANY SUCH
PRODUCTS OR OTHER DAMAGES IN CONNECTION THEREWITH OR ANY OTHER CUSTOMER OR
PRODUCT OBLIGATIONS.
18
4.22
DISCLOSURE.
(A)
SUBJECT TO SECTION 4.22(B), THE SUM OF THE
DISCLOSURE PROVIDED TO THE INVESTOR REGARDING THE COMPANY, THE SUBSIDIARIES,
THEIR BUSINESS AND THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE COMPANY
REPORTS AND THE SCHEDULES TO THIS AGREEMENT, FURNISHED BY OR ON BEHALF OF THE
COMPANY, DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE THEREIN,
IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
NO EVENT OR CIRCUMSTANCE HAS OCCURRED OR INFORMATION EXISTS WITH RESPECT TO THE
COMPANY, THE SUBSIDIARIES OR THEIR BUSINESS, PROPERTIES, PROSPECTS, OPERATIONS
OR FINANCIAL CONDITIONS, WHICH, UNDER THE SECURITIES LAWS OF THE UNITED STATES,
REQUIRES PUBLIC DISCLOSURE OR ANNOUNCEMENT BY THE COMPANY BUT WHICH HAS NOT BEEN
SO PUBLICLY ANNOUNCED OR DISCLOSED (ASSUMING FOR THIS PURPOSE THAT THE COMPANY'S
REPORTS FILED UNDER THE 1934 ACT ARE BEING INCORPORATED INTO AN EFFECTIVE
REGISTRATION STATEMENT FILED BY THE COMPANY UNDER THE 1933 ACT).
(B)
NOTWITHSTANDING SECTION 4.22(A), THE INVESTOR
ACKNOWLEDGES THAT THE COMPANY HAS NOT PROVIDED TO THE INVESTOR CERTAIN
DISCLOSURE AS DESCRIBED IN SECTION 26 HEREOF.
SECTION 5.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR TO THE
COMPANY.
The Investor hereby make the representations, warranties and covenants contained
herein to the Company and acknowledge that the Company has agreed to the
transaction described in Section 2 hereof in reliance on such representations,
warranties and covenants. The representations and warranties shall be deemed to
be true and correct as of the date hereof and to have been relied upon by the
Company and there shall be no obligation on the Investor to update such
representation and warranties subsequent to the date hereof.
The Investor
represents and warrants to and agrees with the Company as follows:
5.1.
SUBSIDIARY RELATIONSHIP.
THE INVESTOR IS AN
INDIRECT WHOLLY-OWNED SUBSIDIARY OF PBL AND WILL REMAIN AN INDIRECT MAJORITY
OWNED SUBSIDIARY OF PBL SO LONG AS IT OWNS OR HOLDS ANY OF THE SECURITIES.
5.2
RESTRICTIONS ON TRANSFER.
THE INVESTOR
SHALL NOT TRANSFER, DIRECTLY OR INDIRECTLY, THROUGH AFFILIATES OR OTHERWISE, ANY
SECURITIES OR ANY RIGHTS THEREIN TO (I) ANY INDIVIDUALS OR ENTITIES WHOSE
BUSINESS PURPOSE, IN WHOLE OR IN SUBSTANTIAL PART, IS COMPETITIVE WITH THE
BUSINESS OF THE COMPANY (EXCEPT TO THE EXTENT THAT SUCH TRANSFER IS TO A DIRECT
OR INDIRECT WHOLLY-OWNED SUBSIDIARY OF PBL), (II) INDIVIDUALS, ENTITIES OR
ORGANIZATIONS (INCLUDING GOVERNMENTS OR