SECURITIES OR EQUITY INTERESTS (OR ANY OPTIONS, WARRANTS OR OTHER RIGHTS
TO ACQUIRE ANY SHARES OF CAPITAL STOCK, VOTING SECURITIES OR EQUITY INTERESTS)
OF BUYER.
(C)
ALL BUYER COMMON SHARES WHICH MAY BE ISSUED PURSUANT TO THIS
AGREEMENT WILL BE, WHEN ISSUED, DULY AUTHORIZED, VALIDLY ISSUED, FULLY PAID AND
NONASSESSABLE AND NOT SUBJECT TO PREEMPTIVE RIGHTS.
4.8
SEC FILINGS.
(A)
BUYER HAS FILED AND FURNISHED ALL REQUIRED REPORTS, SCHEDULES,
FORMS, PROSPECTUSES AND REGISTRATION, PROXY AND OTHER STATEMENTS REQUIRED TO BE
FILED OR FURNISHED BY IT WITH OR TO THE SEC SINCE JANUARY 1, 2006 (COLLECTIVELY,
AND IN EACH CASE INCLUDING ALL SCHEDULES THERETO AND DOCUMENTS INCORPORATED BY
REFERENCE THEREIN, THE "BUYER SEC DOCUMENTS").
AS OF THEIR RESPECTIVE EFFECTIVE
DATES (IN THE CASE OF BUYER SEC DOCUMENTS THAT ARE REGISTRATION STATEMENTS FILED
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT) AND AS OF THE
32
RESPECTIVE DATES OF THE LAST AMENDMENT FILED WITH THE SEC (IN THE CASE OF ALL
OTHER BUYER SEC DOCUMENTS), THE BUYER SEC DOCUMENTS COMPLIED IN ALL MATERIAL
RESPECTS WITH THE REQUIREMENTS OF THE EXCHANGE ACT AND THE SECURITIES ACT, AS
THE CASE MAY BE, AND THE RULES AND REGULATIONS OF THE SEC PROMULGATED
THEREUNDER, EACH AS IN EFFECT ON THE APPLICABLE DATE REFERRED TO ABOVE,
APPLICABLE TO SUCH BUYER SEC DOCUMENTS, AND NONE OF THE BUYER SEC DOCUMENTS AS
OF SUCH RESPECTIVE DATES CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMITTED TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN
ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING.
(B)
NEITHER BUYER, NOR, TO THE KNOWLEDGE OF BUYER, ANY DIRECTOR,
OFFICER, AGENT, EMPLOYEE OR OTHER PERSON ACTING ON BEHALF OF BUYER, HAS: (I)
USED ANY CORPORATE OR OTHER FUNDS FOR UNLAWFUL CONTRIBUTIONS, PAYMENTS OR GIFTS,
OR MADE ANY UNLAWFUL EXPENDITURES RELATING TO POLITICAL ACTIVITY TO GOVERNMENT
OFFICIALS OR OTHERS OR ESTABLISHED OR MAINTAINED ANY UNLAWFUL OR UNRECORDED
FUNDS, IN ANY CASE IN VIOLATION OF SECTION 30A OF THE EXCHANGE ACT; OR (II)
ACCEPTED OR RECEIVED ANY UNLAWFUL CONTRIBUTIONS, PAYMENTS, GIFTS OR
EXPENDITURES.
EXCEPT AS SET FORTH IN BUYER SEC DOCUMENTS, SINCE JANUARY 1,
2006, NO EVENT HAS OCCURRED THAT WOULD BE REQUIRED TO BE REPORTED UNDER THE
CAPTION "CERTAIN RELATIONSHIP OR RELATED TRANSACTION" PURSUANT TO ITEM 404 OF
REGULATION S-K PROMULGATED BY THE SEC.
4.9
COMPLIANCE WITH LEGAL REQUIREMENTS.
EXCEPT AS SET FORTH ON
SCHEDULE 4.9 OR IN THE BUYER SEC DOCUMENTS:
(A)
BUYER IS, AND AT ALL TIMES SINCE JANUARY 1, 2006 HAS BEEN, IN COMPLIANCE
IN ALL MATERIAL RESPECTS WITH EACH LEGAL REQUIREMENT THAT IS OR WAS APPLICABLE
TO IT IN CONNECTION WITH THE OWNERSHIP OF ITS ASSETS OR THE OPERATION OF ITS
BUSINESS;
(B)
NO EVENT HAS OCCURRED OR CIRCUMSTANCE EXISTS THAT (WITH OR WITHOUT NOTICE
OR LAPSE OF TIME) (I) THAT IS REASONABLY LIKELY TO CONSTITUTE OR RESULT IN A
MATERIAL VIOLATION BY BUYER OF, OR A MATERIAL FAILURE ON THE PART OF BUYER TO
COMPLY